DUBAI INTEGRATED

ECONOMIC ZONES AUTHORITY

IMPLEMENTING
REGULATIONS 2023

DIEZ.AE

1 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

CONTENTS
REGULATION PAGE

PART 1 – GENERAL 6

1. TITLE 6
2. LEGISLATIVE AUTHORITY 6
3. APPLICATION OF LAWS 6
4. REPEAL 6
5. DATE OF COMMENCEMENT 6
6. DEFINITIONS 6
7. INTERPRETATION 9
8. ENTITIES RECOGNISED IN THE FREE ZONE 10

PART 2 – REGISTRAR 11

9. APPOINTMENT, POWERS AND FUNCTIONS OF THE REGISTRAR 11

10. REGISTERS 12
11. RECTIFICATION OF REGISTERS 14
12. INSPECTION OF REGISTERS 14

PART 3 – NAME, COMPANY INCORPORATION, BRANCH REGISTRATION

AND LICENSING 14

13. NAME OF FZCO 14

14. NAME OF PLC 15
15. NAME OF BRANCH 15
16. FEATURES OF COMPANY 16
17. FEATURES OF BRANCH 16
18. INCORPORATION OF COMPANY 16
19. REGISTRATION OF BRANCH 18
20. LICENSING 18
21. MEMORANDUM AND ARTICLES OF ASSOCIATION 19
22. ULTIMATE BENEFICIAL OWNERS 20

PART 4 – CAPITAL AND SHARES 20

23. MINIMUM SHARE CAPITAL 20

24. SHARES 21
25. INCREASE OF CAPITAL 21
26. CONSOLIDATION AND DIVISION OF SHARES 21
27. NON-CASH CONSIDERATION FOR SHARES 22
28. SHAREHOLDERS’ PRE-EMPTION RIGHTS 23
29. DECREASE OF CAPITAL 24
30. CLASSES OF SHARES 26
31. VARIATION IN RIGHTS OF SHARES 26
32. SHARE TRANSFER AND SHARE REGISTER 26
CONTENTS
33. RIGHT OF PLC TO REQUEST INFORMATION ABOUT
INTERESTS IN ITS SHARES 27
34. TREASURY SHARES 28
35. FINANCIAL ASSISTANCE TO ACQUIRE SHARES 29
36. REDEEMABLE SHARES 30
37. DIVIDEND AND OTHER DISTRIBUTIONS 30
38. UNLAWFUL DISTRIBUTION 31

PART 5 – DIRECTORS, MANAGER AND SECRETARY 32

39. DIRECTORS 32
40. ELECTION, TERM AND REMOVAL OF A DIRECTOR 32
41. DUTIES OF A DIRECTOR 32
42. DUTY TO AVOID CONFLICTS OF INTEREST 33
43. DUTY OF A DIRECTOR TO DISCLOSE INTERESTS 34
44. PROHIBITION ON FINANCIAL ASSISTANCE TO A DIRECTOR 35
45. ALTERNATE DIRECTOR 35
46. DIRECTORS› EMPLOYMENT CONTRACTS 35
47. VALIDITY OF THE ACTS OF A DIRECTOR 35
48. MANAGER 36
49. SECRETARY 36
50. REGISTER OF OFFICERS 37
51. CHANGE OF OFFICERS 37
52. DISQUALIFICATION OF OFFICERS 38

PART 6 – SHAREHOLDERS› MEETING 38

53. CALLING A MEETING 38

54. REGISTRAR›S POWER TO CALL MEETING IN DEFAULT 39
55. NOTICE OF MEETING 39
56. GENERAL PROVISIONS AS TO MEETINGS AND VOTING 40
57. WRITTEN RESOLUTION 41
58. PARTICIPATION IN MEETINGS 41
59. DEMAND FOR POLL 42
60. PROXY 42
61. DUTY TO PREPARE DIRECTOR›S REPORT 43
62. REQUIREMENTS AS TO WEBSITE PUBLICATION 43
63. CORPORATE GOVERNANCE STATEMENT 43
64. MINUTES AND EXAMINATION OF MINUTE BOOKS 44

PART 7 – AUDITORS 44

65. RECORDS, ACCOUNTS AND AUDITOR 44

66. FINANCIAL YEARS 46
67. ACCOUNTS 46
68. PROVISION OF COPY OF ACCOUNTS TO A SHAREHOLDER 47
CONTENTS
69. AUDITORS REPORT ON COMPANY’S ANNUAL ACCOUNTS 47
70. DUTIES OF AUDITOR 47
71. RESIGNATION OF AN AUDITOR 48
72. CO-OPERATION WITH AUDITORS 49
73. BRANCHES 49

PART 8 – PROTECTION OF MINORITIES IN TAKEOVERS 49

74. TAKEOVER OFFERS 49

75. RIGHT OF OFFEROR TO BUY OUT MINORITY SHAREHOLDERS 50
76. EFFECT OF NOTICE UNDER REGULATION 75 51
77. RIGHT OF MINORITY SHAREHOLDER TO BE BOUGHT OUT
BY OFFEROR 52
78. EFFECT OF REQUIREMENT UNDER REGULATION 77 53
79. APPLICATIONS TO THE COURT 53
80. JOINT OFFERS 54
81. ASSOCIATES 55

PART 9 – MERGERS 56

82. APPLICATION AND INTERPRETATION 56

83. MERGER AGREEMENT 57
84. RESOLUTIONS AND CERTIFICATES 58
85. APPROVAL OF THE MERGER AGREEMENT 59
86. SIMPLIFIED APPROVAL OF A GROUP MERGER 59
87. OBJECTION BY SHAREHOLDERS 61
88. NOTICE TO CREDITORS 61
89. COMPANY TO APPLY TO COURT IF SOLVENCY STATEMENT
NOT MADE 62
90. OBJECTION BY CREDITOR IF A SOLVENCY STATEMENT IS MADE 62
91. CONSENT OF REGISTRAR REQUIRED FOR MERGERS INVOLVING
FOREIGN COMPANIES 63
92. EFFECT OF COMPLETION OF MERGER 65
93. CONTRAVENTIONS RELATING TO MERGER 66

PART 10 – COMPROMISES AND ARRANGEMENTS 66

94. POWER OF COMPANY TO COMPROMISE WITH CREDITORS AND

SHAREHOLDERS 66
95. INFORMATION RELATING TO COMPROMISE TO BE CIRCULATED 67
96. PROVISIONS FOR FACILITATING COMPANY RECONSTRUCTION OR
AMALGAMATION 68

PART 11 – DORMANCY 68

97. VOLUNTARY SUSPENSION OF LICENCE 68

 PART 12 – TRANSFER FROM AND TO THE FREE ZONE 68

CONTENTS
98. CONTINUATION OF A FOREIGN COMPANY IN THE FREE ZONE AS
A COMPANY 68
99. CERTIFICATE OF CONTINUATION 70
100. TRANSFER OF COMPANY TO ANOTHER JURISDICTION 70
101. CERTIFICATE OF CANCELLATION 71

PART 13 – CONVERSION OF COMPANIES AND BRANCHES 71

102. CONVERSION OF AN FZCO TO A PLC 71

103. CONVERSION OF A PLC TO AN FZCO 73
104. CONVERSION OF A BRANCH TO A COMPANY 74

PART 14 – WINDING UP 75

105. MODES OF WINDING UP 75

106. WINDING UP BY THE REGISTRAR 76
107. VOLUNTARY WINDING UP 76
108. APPOINTMENT AND DUTIES OF LIQUIDATOR 76
109. DISTRIBUTION OF ASSETS 77
110. COMPLETION OF LIQUIDATION 77
111. LIQUIDATION OF A PLC 78
112. DE-REGISTRATION OF A BRANCH 78

PART 15 – INSPECTION, POWERS AND REMEDIES 79

113. APPOINTMENT OF INSPECTORS 79

114. EVIDENCE TO INSPECTORS 79
115. EXPENSES OF INVESTIGATION 79
116. DIRECTIONS ISSUED BY THE REGISTRAR 79
117. ORDERS IN EVENT OF UNFAIR PREJUDICE 80
PART 1 – GENERAL
1. TITLE
These Regulations are titled the Dubai Integrated Economic Zones Authority Implementing
Regulations 2023.
2. LEGISLATIVE AUTHORITY
These Regulations have been issued by Dubai Integrated Economic Zones Authority pursuant
to the authority vested in it under Law No. (16) of 2021 Regarding Establishing Dubai Integrated
Economic Zones Authority.
3. APPLICATION OF LAWS
3.1 These Regulations apply in the jurisdiction of the Free Zone.
3.2 Federal Law No. (32) of 2021 Regarding Commercial Companies does not apply to a
Company or a Branch.
3.3 The relevant Markets Laws apply to a PLC. The applicable Markets Laws prevail over these
Regulations to the extent of an inconsistency between the Markets Laws and these
Regulations.
4. REPEAL
These Regulations repeal and replace the following regulations:
(a) Dubai Airport Free Zone Implementing Regulations 2021; and
(b) Dubai Silicon Oasis Implementing Regulations.
5. DATE OF COMMENCEMENT
These Regulations will come into force on the date of issuance.
6. DEFINITIONS
In these Regulations, the following defined terms shall have the following meaning:
“AED” UAE Dirhams, the lawful currency of the UAE.
“Allotment” in relation to Shares, the action by which a person acquires the unconditional right to
be included in a Company’s register of Shareholders in respect of such Shares.
“Branch” a branch of a Branch Parent Company.
“Branch Parent Company” a Foreign Company that registers a branch in the Free Zone.
“Branches Register” a register of Branches maintained by the Registrar under Regulation 10.13.
“Company” an FZCO, a PLC or any other company in the Free Zone that is notified in writing by
the Registrar to be included as a Company under these Regulations. For the avoidance of doubt,
a Branch is not a Company for the purpose of these Regulations.
“Companies Register” a register of Companies maintained by the Registrar under Regulation 1‎ 0.1.
“Connected Person” has the meaning given under Regulation 43.7.
“Court” the courts of Dubai.
“Creditor” is a person who has a present, prospective or contingent claim.

6 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 “DIEZA” is the Dubai Integrated Economic Zones Authority, established pursuant to Law No.
(16) of 2021 Regarding Establishing Dubai Integrated Economic Zones Authority, including its
departments and functions, which authority has governance over the Free Zone.
“DIEZA Regulations” includes these Regulations and any other legislation, guidance or otherwise
issued by DIEZA from time to time, including rules, regulations, guidelines, as well as circulars,
directives or notices.
“Director” a person occupying the position of a director of a Company, including an alternate
director.
“Electronic” includes electronic, electrical, digital, magnetic, optical, biometric, electrochemical,
wireless or electromagnetic technology.
“Electronic Document” a document including a book, report, register, application, agreement,
minutes of a meeting, a resolution, financial statement, notice, letter and accounts, that may be
generated, communicated, received or stored by Electronic or other means in or from an Electronic
system designed for sending, storing, receiving, or processing information.
“Electronic Signature” Electronic letters, numbers, symbols, images, characters or their
combination, applied to or incorporated in a document, an Electronic Document, information,
communication or transaction in Electronic form, with the intention of authenticating and
approving the same.
“Employee” in relation to a Company or Branch, means any individual who is appointed or
employed by the Company or a Branch Parent Company operating through a Branch whose
services are provided to, or for the purposes of the Company or the Branch, and includes any
Officer of the Company or Branch.
“Employee Share Scheme” a scheme or arrangement for encouraging or facilitating the holding
of Shares or debentures in a Company by or for the benefit of:
(a) the bona fide Employees or former Employees of the Company, the Company’s Subsidiary
or Holding Company or a Subsidiary of the Company’s Holding Company; or
(b) the wives, husbands, widows, widowers or minor children or minor stepchildren of the
individuals referred to in (a) above.
“Federal Law” is law made by the federal government of the UAE.
“Financial Year” in respect of a Company, a financial year is each successive period of twelve (12)
months, commencing on the date of incorporation of the Company, or as may be amended in
these Regulations.
“Foreign Company” is a company incorporated in a jurisdiction other than the Free Zone.
“Free Zone” the Dubai Integrated Economic Zones, established pursuant to Law No. (16) of 2021
Regarding Establishing Dubai Integrated Economic Zones Authority.
“FZCO” a free zone limited liability company, incorporated in the Free Zone in accordance with
these Regulations.
“FZE” a free zone establishment, incorporated in the Free Zone in accordance with the previous
implementing regulations applicable in the Free Zone. All FZEs are considered to be FZCOs under
these Regulations.
“General Meeting” a meeting of the Shareholders held in accordance with these Regulations.
“Holding Company” has the meaning given under the definition of Subsidiary.

7 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 “Incorporators” a person who agrees to subscribe to Shares and to whom Shares are allotted and
issued upon incorporation of a Company.
“Licence” a licence issued by the Registrar to conduct a licenced activity in the Free Zone.
“Manager” a natural person or persons occupying the position of manager of a Company or a
Branch, by whatever name called, as named on the Licence of the Company or Branch as the
‘Manager’.
“Markets Laws” the securities laws and relevant regulations applicable to a PLC listing its Shares
on a stock exchange, in the jurisdiction where the stock exchange is established.
“Officer” means:
(a) in relation to a Company, a Director, Manager or Secretary of that Company;
(b) in relation to a Branch, a Manager or Secretary of that Branch;
(c) a receiver or a receiver and manager of that Company or Branch;
(d) an administrator of a deed of company arrangement executed by that Company or Branch;
(e) a treasurer; or
(f) a liquidator or a provisional liquidator of that Company or Branch.
“Ordinary Resolution” a resolution passed at a General Meeting by at least fifty percent (50%)
of the votes of Shareholders with voting rights, in person, or where proxies are allowed, by proxy.
“Paid Up” includes an amount paid or credited.
“PLC” a public limited company, incorporated in the Free Zone in accordance with these
Regulations, with the features provided in Regulation 16.
“Prescribed Publication” a publication which is either:
(a) a newspaper published in English with national circulation in the UAE and, if different, a
newspaper with national circulation in the country where the Company has its principle
place of business and would reasonably be capable of bringing the matter to the attention
of any persons who may be affected; or
(b) a website written in English and approved in writing by the Registrar for such purpose.
“Record” a record maintained by the Company, including a book, report, register, document,
minutes of a meeting, Ordinary Resolution, Special Resolution, resolution of the Directors, financial
statement, notice and accounts, including Electronic Documents.
“Registrar” is the DIEZA department appointed as the registrar for the Free Zone.
“Regulations” means these Dubai Integrated Economic Zones Authority Implementing
Regulations 2023, as may be amended from time to time by DIEZA.
“Secretary” a person or persons occupying the position of Secretary of a Company or a Branch,
by whatever name called.
“Securities” any instrument including stocks, shares, debentures, warrants, certificates, units,
options or any right to or any interest in such instrument.
“Security Interests” is a Creditor’s right to take possession of certain property offered as security
or collateral and includes the following:
(a) a Shareholder may pledge or otherwise charge its Shares as security for a debt or obligation
of a Shareholder, the Company or any other person;

8 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (b) a Company may grant as security for a debt or obligation of the Company or any other
person:
(a) a conditional assignment of a lease agreement of a Company, in favour of any person;
(b) a mortgage over its leased premises, in favour of a bank or financial institution;
(c) a pledge over its movable assets, in favour of any person; and
(c) any other security interest available under the laws of UAE, in favour of any person, and as
permitted by the Registrar.
“Security Register” a register of Security Interests maintained by the Registrar under Regulation
‎10.3.
“Share” a share in a Company.
“Shareholder” a person entered in the register of shareholders of a Company or a Foreign
Company, as the case may be, as the holder of a share in that Company or Foreign Company.
“Special Resolution” a resolution passed at a General Meeting by at least seventy five percent
(75%) of the votes of Shareholders with voting rights, in person, or where proxies are allowed, by
proxy.
“Subsidiary” a company is a subsidiary of another company, its “Holding Company”, if that other
company:
(a) holds a majority of the voting rights in it; or
(b) is a member of it and has the right to appoint or remove a majority of its board of directors;
or
(c) is a member of it and controls alone, pursuant to an agreement with other members, a
majority of the voting rights in it; or
(d) if it is a subsidiary of a company that is itself a subsidiary of that other company,
and a company is a “wholly-owned Subsidiary” of another company if it has no members except
that other and that other’s wholly-owned subsidiaries or persons acting on behalf of that other or
its wholly-owned subsidiaries.
“US Dollars” or “$” is the lawful currency of the United States.
“US” or “United States” is the United States of America, its territories and possessions, any State
of the United States of America and the District of Columbia.
“UAE” the United Arab Emirates.
7. INTERPRETATION

7.1 In these Regulations, unless otherwise provided, a reference to:

(a) a statutory provision includes a reference to the statutory provision as amended or re-
enacted from time to time;
(b) a “Person” includes any natural person, body corporate or body unincorporate, including a
company, partnership, unincorporated association, government or state;
(c) an obligation to publish or cause to be published a particular document shall, unless expressly
provided otherwise in these Regulations, include publishing or causing to be published in
printed or electronic form;

9 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (d) a “day” means a calendar day, unless expressly stated otherwise. If an obligation falls on a
calendar which is either a Saturday or Sunday, or an official public holiday, the obligation
shall take place on the next calendar day which is a business day;
(e) a “week” shall mean a calendar week or seven (7) days, whichever is applicable in the
circumstances;
(f) a “month” shall mean a period of thirty (30) days;
(g) a “year” shall mean a period of three hundred and sixty five (365) days and a “calendar year”
shall mean a year of the Gregorian calendar;
(h) a reference to the masculine gender includes the feminine and vice versa;
(i) the singular shall include the plural and vice versa; and
(j) these Regulations includes any additional regulations made under these Regulations.
7.2 The headings in these Regulations shall not affect its interpretation.
7.3 Reference in these Regulations to a body corporate include a company incorporated outside
the Free Zone.
7.4 A reference in these Regulations to a Part or Regulation of these Regulations by number only,
and without further identification, is a reference to the Part or Regulation of that number in
these Regulations.
7.5 References to these Regulations to writing, filing, instrument or certificate include any mode
of communication that preserves a record of the information contained therein and is
capable of being reproduced in tangible form, including electronic means. For the avoidance
of doubt, a Company may communicate with a Shareholder by Electronic means unless
that Shareholder expressly withholds its consent to communication by Electronic means.
This does not affect any other legal requirements, which may apply in relation to the form or
manner of executing a document or agreement.

8. ENTITIES RECOGNISED IN THE FREE ZONE

8.1 These Regulations recognise the following types of companies:

(a) FZCO; and
(b) PLC.
8.2 An FZE is recognised as an FZCO under these Regulations.
8.3 A Foreign Company may register a Branch in the Free Zone pursuant to these Regulations.
8.4 The Registrar may by a written notification recognise an entity as a Company or a Branch.
8.5 A Company or a Branch cannot operate in the Free Zone without a valid Licence.
8.6 The Registrar shall allocate a unique Company or Branch number or a unique Licence number
to each Company or Branch. The unique number cannot be changed. When a Company
is wound up or a Branch is de-registered, that Company’s or Branch’s unique number or
unique Licence number shall not be allocated to any other subsisting or newly incorporated
Company or to any other subsisting or newly registered Branch.

10 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

PART 2 – REGISTRAR
9. APPOINTMENT, POWERS AND FUNCTIONS OF THE REGISTRAR

9.1 The Registrar has the powers and functions granted to it under Law No. (16) of 2021 Regarding
Establishing Dubai Integrated Economic Zones Authority, the DIEZA Regulations and by the
chairman or the executive chairman of DIEZA. The chairman or the executive chairman of
DIEZA may by a written notification revoke a power or function of a Registrar, or may grant
a power or function to a Registrar.
9.2 The functions of the Registrar include to:
(a) ensure compliance of the DIEZA Regulations by a Company or a Branch;
(b) administer the DIEZA Regulations;
(c) carry out acts required by DIEZA under the DIEZA Regulations;
(d) take action against a Company or a Branch for a breach of DIEZA Regulations;
(e) maintain the registers under Regulation ‎10;
(f) maintain a list of approved auditors;
(g) issue, suspend, revoke, terminate or cancel a Licence;
(h) undertake acts as may be required in furtherance of the functions and powers of the
Registrar; and
(i) undertake acts as may be authorised and required to be done by a written notification
of the chairman or the executive chairman of DIEZA.
9.3 In accordance with its powers and in furtherance of its functions, the Registrar may:
(a) issue in writing, with or without conditions, a notification, waiver, clarification, circular,
an authorisation, consent, approval, decision, guideline or communication in relation to
a Regulation or any matter in these Regulations;
(b) require a Company or a Branch to provide its Records or information to the Registrar;
(c) prescribe guidelines or forms to be used for regulatory functions;
(d) employ and appoint persons in the office of the Registrar; and
(e) delegate the authority vested in the Registrar to a person inside or outside the UAE,
including to a sub-registrar.
9.4 The Registrar may introduce a system for the use, storage, retention, transmission or
processing of any Electronic information, including Electronic Documents. The Registrar may
prescribe a procedure for the issuance and use of Electronic Signatures. An act done by a
Company, a Branch or DIEZA in Electronic Documents, or the use of an Electronic Signature,
in accordance with these Regulations and the applicable law, will not be without legal force
merely on the grounds that it is in Electronic form.
9.5 The chairman or the executive chairman of DIEZA may appoint or remove a person as a sub-
registrar by a written notification, and may grant to the sub-registrar any of the powers and
functions of a Registrar.

11 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 10. REGISTERS

10.1 The Registrar will maintain a Companies Register containing information in relation to a
Company, including:
(a) in relation to an FZCO:
(a) its name and former names (including trade name, where applicable);
(b) registration or Licence number;
(c) date of incorporation;
(d) type of Company;
(e) registered office;
(f) the Company’s Financial Year end;
(g) date of commencement and cessation of any voluntary arrangement, rehabilitation,
administrations, receiverships or liquidations;
(h) the name of each Shareholder and the number of Shares held by each Shareholder
pursuant to Regulation 10.5;
(i) the name of each current and former Director;
(j) the name of each current and former Manager;
(k) the name of each current and former Secretary;
(l) the details of the Licence;
(m) the number and class of issued Shares and the nominal value of each Share;
(n) the details of its premises; and
(o) any other information considered necessary by the Registrar.
(b) in relation to a PLC:
(a) its name and former names (including trade name, where applicable);
(b) registration or Licence number;
(c) date of incorporation;
(d) type of Company;
(e) registered office;
(f) the Company’s Financial Year end;
(g) date of commencement and cessation of any voluntary arrangement, rehabilitation,
administrations, receiverships or liquidations;
(h) the name of each current and former Director;
(i) the name of each current and former Manager;
(j) the name of each current and former Secretary or joint Secretaries, as the case may be;
(k) the details of the Licence;

12 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (l) the number and class of issued Shares and the nominal value of each Share;
(m) the details of its premises;
(n) the details of any stock exchanges on which the Shares in the PLC are listed; and
(o) any other information considered necessary by the Registrar.
10.2 The Registrar may on the request of the Company issue a certificate confirming the corporate
information of the Company, as recorded in the Companies Register.
10.3 The Registrar will maintain a Security Register containing information in relation to the
creation, alteration, enforcement and discharge of Security Interests, including:
(a) the date of creation and discharge;
(b) the type of Security Interest being created;
(c) the name of the person who creates the Security Interest;
(d) the name of the person in whose favour the Security Interest is created; and
(e) any other information considered necessary by the Registrar.
10.4 The Registrar may on the request of the Company or the person in whose favour the Security
Interest is created, issue a certificate confirming the creation or discharge of a Security
Interest, as recorded in the Security Register.
10.5 The Registrar shall maintain a register of Shareholders for FZCOs.
10.6 In addition to the certificates required to be issued under the DIEZA Regulations, the Registrar
may issue any other certificate it considers necessary.
10.7 The Registrar shall, upon application and payment of the prescribed fee, produce an extract
of the information maintained in the register in relation to any particular PLC.
10.8 The Registrar shall, upon application and payment of the prescribed fee, produce to a
Shareholder an extract of the information maintained in the Companies Register, the register
of Shareholders or the Security Register in relation to an FZCO in which that Shareholder
holds Shares.
10.9 The Registrar shall, upon application and payment of the prescribed fee, produce to a
Branch Parent Company an extract of the information maintained in the Branches Register
in relation to its Branch.
10.10 An extract of information produced pursuant to Regulations 10.7, 10.8 and 10.9 is prima facie
evidence of the matters stated in it.
10.11 The Registrar shall, upon application and payment of the prescribed fee, produce a certified
copy of a certificate of incorporation of a Company, or any document filed with the Registrar.
10.12 A certified copy of a certificate of incorporation produced pursuant to Regulation 10.11 or a
certificate of continuation is conclusive evidence of the incorporation of the Company.
10.13 The Registrar will maintain a Branches Register containing information in relation to a
Branch, including:
(a) its name and former names (including trade name, where applicable);
(b) registration or Licence number;
(c) date of registration;

13 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (d) date of commencement and cessation of any voluntary arrangement, rehabilitation,
administrations, receiverships or liquidations;
(e) the details of the Branch Parent Company;
(f) the name of the Manager and, if appointed, the Secretary;
(g) the details of the Licence;
(h) the details of its premises; and
(i) any other information considered necessary by the Registrar.
10.14 The Registrar may on the request of the Branch Parent Company issue a certificate
confirming the corporate information of the Branch, as recorded in the Branches Register.
10.15 Unless a different time period is otherwise specified in these Regulations, a copy of all
resolutions of Companies and Branches (including board resolutions, Ordinary Resolutions
and Special Resolutions) shall be filed with the Registrar within fourteen (14) days of the
passing of such resolutions.
10.16 The Registrar may maintain any other register it considers necessary.

11. RECTIFICATION OF REGISTERS

11.1 If any detail contained in the Companies Register, the register of Shareholders, the Security
Register or the Branches Register is incorrect, or purported to be incorrect, a Shareholder,
Manager or Director (in the case of a Company) or the Manager or Branch Parent Company
(in the case of a Branch) may apply to the Registrar for rectification of the relevant register.
11.2 The Registrar may refuse the application or may rectify the relevant register. If the Registrar
refuses the application, the Registrar shall provide written reasons for such refusal to the
applicant.

12. INSPECTION OF REGISTERS

12.1 The Companies Register for an FZCO, the register of Shareholders for an FZCO and the
Security Register for an FZCO shall be open for inspection by any Shareholder of that FZCO.
12.2 The Branches Register shall be open for inspection by any Branch Parent Company of that
Branch.
12.3 The Registrar has absolute discretion as to whether a person who is not a Shareholder of
an FZCO or a Branch Parent Company has the right to receive an extract of the Companies
Register for an FZCO, the register of Shareholders for an FZCO, the Security Register for an
FZCO or the Branches Register.
12.4 The Companies Register for a PLC and the Security Register for a PLC shall be open for
inspection by the public.

PART 3 – NAME, COMPANY INCORPORATION, BRANCH REGISTRATION AND

LICENSING

13. NAME OF FZCO

13.1 The name of an FZCO must be approved by the Registrar which has absolute discretion in
relation to the approval.

14 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 13.2 An FZCO may not register a name which is in use by another Company or Branch or which
may violate the laws relating to the protection of intellectual property rights in the UAE or
any other laws of the UAE.
13.3 An FZCO may change its name by a Special Resolution, or by a resolution passed by
such greater percentage majority of Shareholders with voting rights as prescribed in the
memorandum and articles of association.
13.4 The FZCO must file the change of name resolution with the Registrar within fourteen (14)
days of the date of the resolution.
13.5 The name of a Company incorporated as an FZCO must be immediately followed by the
abbreviation “FZCO”.
13.6 The Registrar may direct an FZCO to change its name within the time prescribed by the Registrar.
13.7 The change of name of an FZCO comes into effect from the date of issuance of a certificate
of change of name issued by the Registrar.

14. NAME OF PLC

14.1 The name of a PLC must be approved by the Registrar which has absolute discretion in
relation to the approval.
14.2 A PLC may not register a name which is in use by another Company or Branch which may
violate the laws relating to the protection of intellectual property rights in the UAE or any
other laws of the UAE.
14.3 A PLC may change its name by a Special Resolution, or by a resolution passed by such greater
percentage majority of Shareholders with voting rights as prescribed in the memorandum
and articles of association.
14.4 The PLC must file the change of name resolution with the Registrar within fourteen (14) days
of the date of the resolution.
14.5 The name of a Company incorporated as a PLC must be immediately followed by the words
“Public Limited Company” or the abbreviation “PLC”.
14.6 The Registrar may direct a PLC to change its name within the time prescribed by the
Registrar.
14.7 The change of name of a PLC comes into effect from the date of issuance of a certificate of
change of name issued by the Registrar.

15. NAME OF BRANCH

15.1 The name of a Branch must be approved by the Registrar which has absolute discretion in
relation to the approval.
15.2 A Branch may not register a name which may violate the laws relating to the protection of
intellectual property rights in the UAE or any other laws of the UAE.
15.3 The name of a Branch shall be the name of the Branch Parent Company of the Branch
immediately followed by the word “Branch”.
15.4 The Registrar may direct a Branch to change its name within the time prescribed by the
Registrar.

15 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 16. FEATURES OF COMPANY

16.1 A Company has limited liability and must have one or more Shareholders.
16.2 A Company must have at least a minimum Share capital as specified in Regulation 23.
16.3 The liability of a Shareholder towards the Company, with respect to its shareholding, is
limited to the capital paid by the Shareholder in the Company plus any amount that remains
unpaid on the Shares held by that Shareholder.
16.4 A Company has a legal personality distinct from that of its Shareholders.
16.5 A Company has the capacity, rights and privileges of a natural person.
16.6 A Company must obtain a Licence to operate in the Free Zone. A Licence is valid for operations
in the Free Zone and does not authorise the Company to carry out operations outside the
Free Zone. A Company may operate in a jurisdiction other than the Free Zone subject to the
laws of such jurisdiction.
16.7 A PLC may invite the public to subscribe to its Shares in accordance with the applicable
Markets Laws.
16.8 A PLC may list its Shares on one or more stock exchanges in accordance with the applicable
Markets Laws and any other laws which regulate the listing of companies in the UAE or the
Emirate of Dubai.

17. FEATURES OF BRANCH

17.1 A Branch is a legally dependent part of the Branch Parent Company which has registered
the Branch.
17.2 A Branch does not have any Shareholders.
17.3 The Branch Parent Company which has registered the Branch shall be responsible for all
liabilities of its Branch. Any contracts entered into by a Branch shall be deemed to have
been entered into by its Branch Parent Company.
17.4 A Branch does not have a legal personality distinct from that of its Branch Parent Company.
17.5 A Branch does not have the capacity, rights and privileges of a natural person.
17.6 A Branch Parent Company must obtain a Licence to operate through its Branch in the Free
Zone. A Licence is valid for operations in the Free Zone and does not authorise the Branch
Parent Company to carry out operations outside the Free Zone. A Branch Parent Company
may operate in a jurisdiction other than the Free Zone subject to the laws of such jurisdiction.

18. INCORPORATION OF COMPANY

18.1 The persons incorporating a Company may apply to the Registrar for incorporation by filing
an application in the prescribed form containing the following information related to the
proposed Company:
(a) that the application relates to the incorporation of a Company;
(b) the following details of each of the Incorporators:
(a) where the Incorporator is a natural person:

16 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (A) the full name, nationality and address of the Incorporator; and
(B) if the Incorporator were to hold Shares in trust or as nominee for another person,
the full name, nationality and address of the beneficial owner of the Shares; or
(b) where the Incorporator is a body corporate:
(A) the full name, place of incorporation and the registered office of the Incorporator;
and
(B) details of the ultimate beneficial owners of the Incorporator;
(c) the proposed name;
(d) the proposed activities to be carried on by a Company;
(e) the type and size of premises required for the proposed activities and the proposed
address of the proposed Company’s registered office;
(f) the amount of the initial share capital and shareholdings of the Incorporators, including
details of any classes of Shares;
(g) the nominal value of each Share;
(h) the full name (including any previous names), nationality, address, business occupation
(if any) and date of birth of each of the proposed Directors, the Manager and the
Secretary;
(i) if applicable, the following information relating to each proposed Secretary:
(a) where the Secretary is a natural person, the full name (including any previous
names), nationality, address, business occupation (if any) and date of birth of the
individual; or
(b) where the Secretary is a body corporate, the full name, place of incorporation, the
registered office and Officers (including the particulars in paragraph (A) above for
each such Officer); and
(j) any other document or information required by the Registrar.
18.2 An application made under Regulation 18.1 must be accompanied with:
(a) a draft memorandum and articles of association which shall comply with the
requirements set out in Regulation 21, for the approval of the Registrar;
(b) where an Incorporator is a body corporate, the application for a certificate of
incorporation shall be accompanied by a copy of the Incorporator’s current certificate
of incorporation or registration in its place of origin, or a document of similar effect,
certified by the relevant authority in the jurisdiction in which it is incorporated or
otherwise to the satisfaction of the Registrar;
(c) any documents specified by the Registrar whether in connection with activities to be
carried on by the Company or otherwise; and
(d) a business plan for the proposed activities.
18.3 Once a proposed application for the incorporation of a Company has been approved by the
Registrar, the Company must lease premises within the Free Zone on terms and conditions
acceptable to DIEZA.
18.4 On approval of the application and confirmation of the lease of premises, the Registrar may
issue in relation to the Company:

17 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) a Licence;
(b) a certificate of incorporation; and
(c) a registered memorandum and articles of association.
18.5 A Company will be incorporated on the date specified on the certificate of incorporation.

19. REGISTRATION OF BRANCH

19.1 The Branch Parent Company proposing to register a Branch may apply to the Registrar
for registration by filing an application in the prescribed form containing the following
information related to the proposed Branch:
(a) that the application relates to the registration of a Branch;
(b) the following details of the proposed Branch Parent Company:
(a) its certificate of incorporation;
(b) its memorandum and articles of association;
(c) its register of directors (or equivalent document showing the full name, address
and nationality of the directors of the Branch Parent Company); and
(d) details of the ultimate beneficial owners of the Branch Parent Company;
(c) the proposed name;
(d) the proposed activities to be proposed to be carried on by the Branch Parent Company
through the Branch;
(e) the type and size of premises required for the proposed activities and the proposed
address of the proposed registered office for the Branch;
(f) the full name (including any previous names), nationality, address, business occupation
(if any) and date of birth of each of the proposed Manager(s) of the Branch and, if any,
the Secretary; and
(g) any other document or information required by the Registrar.
19.2 Once an application of a proposed registration of a Branch has been approved by the
Registrar, the Branch Parent Company must lease premises for the Branch within the Free
Zone on terms and conditions acceptable to DIEZA.
19.3 On approval of the application and confirmation of the lease of premises, the Registrar may
issue in relation to the Branch a Licence.
19.4 A Branch will be registered on the date of entry into the Branches Register.

20. LICENSING

20.1 Each:
(a) Company; or
(b) Branch Parent Company for its Branch,
must maintain a valid Licence at all times.
20.2 A Company or a Branch Parent Company operated through a Branch may only conduct the
activities that are permitted under its Licence.

18 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 20.3 If a Company does not maintain a valid Licence, the Registrar may wind up the Company.
20.4 If a Branch Parent Company does not maintain a valid Licence for its Branch, the Registrar
may de-register the Branch.
20.5 The Registrar may in its discretion vary the terms or conditions of a Licence at any time.

21. MEMORANDUM AND ARTICLES OF ASSOCIATION

21.1 A Company must have a memorandum and articles of association. The memorandum and
articles of association of a Company will come into effect on the date of the certificate of
incorporation, and may be amended from time to time.
21.2 The memorandum and articles of association of a Company must include:
(a) the name of the Company;
(b) the registered address of the Company;
(c) the names of the Incorporators;
(d) the purpose for which the Company is being formed;
(e) the authorised Share capital of the Company, the number of Shares and the nominal
value of each Share;
(f) the creation of classes of Shares where the Company considers that it may seek to
create classes of Shares;
(g) alteration of Share capital;
(h) the rights attaching to Shares or classes of Shares;
(i) the transfer of Shares;
(j) the holding of annual General Meetings;
(k) the requisition by Shareholders of General Meetings;
(l) the proceedings including voting at General Meetings;
(m) accounts and other information to be provided to Shareholders before every annual
General Meeting;
(n) the maximum number of Directors;
(o) the appointment, retirement, disqualification and removal of Directors;
(p) the remuneration of Directors;
(q) the powers of Directors;
(r) proceedings of Directors;
(s) the appointment, retirement, disqualification and removal of Secretaries;
(t) the keeping of minutes of meetings of Shareholders or Directors;
(u) the appointment, retirement, disqualification and removal of Managers;
(v) the powers of Managers; and
(w) such other particulars as the Registrar may require.
21.3 Subject to these Regulations, a Company is governed by its memorandum and articles
of association. The memorandum and articles of association bind the Company and its

19 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 Shareholders. In the event of any inconsistencies between these Regulations and provisions
of the memorandum and articles of association of a Company, these Regulations shall
prevail to the extent of inconsistencies.
21.4 The memorandum and articles of association of a Company may be amended by a Special
Resolution, or by a resolution passed by such greater percentage majority of Shareholders
with voting rights as prescribed in the memorandum and articles of association. An
amendment to the memorandum and articles of association of the Company will come into
effect once the resolution is passed at a General Meeting. A Company must within fourteen
(14) days notify the Registrar of an amendment made to the memorandum and articles of
association.
21.5 The memorandum and articles of association shall be in English. In the event of any
inconsistency in a provision between different languages, the English language provision
shall prevail.

22. ULTIMATE BENEFICIAL OWNERS

22.1 A Company must complete and sign a declaration form setting out accurate details of the
ultimate beneficial owners of that Company.
22.2 The declaration form shall be submitted to the Registrar on an annual basis and on each
renewal of the Company’s Licence.
22.3 The declaration form shall be prescribed by the Registrar and shall contain:
(a) the full name, address, nationality, place of birth, date of birth and occupation of each
ultimate beneficial owner;
(b) the percentage of beneficial ownership for each ultimate beneficial owner; and
(c) whether ownership is under a nominee, trust or similar arrangement.
22.4 A Company shall notify the Registrar of any changes in ultimate beneficial owners within
fourteen (14) days of such change.
22.5 A PLC whose Shares are admitted to trading on a stock exchange is not required to complete
or submit to the Registrar the declaration form.

PART 4 – CAPITAL AND SHARES

23. MINIMUM SHARE CAPITAL

23.1 Each Share in a Company must have a fixed nominal value. A Share may not be allotted by a
Company at less than its nominal value. An Allotment of a Share that does not have a fixed
nominal value, or is allotted at less than its nominal value, is void.
23.2 An FZCO shall have a minimum Share capital of AED 1 (or any currency equivalent to AED 1).
23.3 An FZCO shall not allot a Share except as Paid Up at least to twenty five percent (25%) of
its value, provided that this provision does not apply to any Shares allotted pursuant to an
Employee Share Scheme.
23.4 A PLC:
(a) shall have an issued and allotted Share capital (excluding treasury Shares) of no less
than AED 250,000 at any time (or the US Dollars equivalent (applying the pegged

20 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 AED:US Dollar rate or an appropriate spot rate of exchange to the AED amount and
rounding to the nearest US$100 in the event that there is no pegged AED:US Dollar
rate)); and
(b) shall not allot a Share except as Paid Up at least to twenty five percent (25%) of its
value, provided that this provision does not apply to any Shares allotted pursuant to
an Employee Share Scheme.
23.5 If a PLC is also required to have a minimum Share capital under applicable Markets Laws,
the PLC shall have a minimum Share capital that is the higher of the minimum Share capital
provided for in these Regulations or the applicable Markets Laws.

24. SHARES

24.1 The capital of a Company must be divided into Shares or classes of Shares and each Share
or class of Share shall have a fixed nominal value denominated in any currency.
24.2 A Share may be partly paid, provided it is Paid Up to at least twenty five percent (25%) of its
value.
24.3 A Company may not issue bearer Shares.
24.4 A Company may not issue fractional Shares.
24.5 An FZCO may not issue treasury Shares.
24.6 Subject to the rights attached to different classes of Shares, as prescribed in the memorandum
and articles of association, a Share:
(a) carries the right to vote at a General Meeting;
(b) represents a proportionate interest in the ownership of a Company; and
(c) in all respects ranks equally with other Shares, and where there are different classes of
Shares, then Shares in a class rank equal in all respects with other Shares in that class.
24.7 A Company shall file with the Registrar a notice of Allotment of Shares using the applicable
form prescribed by the Registrar for any subsequent Allotment of Shares after the initial
Allotment, within thirty (30) days of such Allotment.

25. INCREASE OF CAPITAL

25.1 A Company may, by a Special Resolution or by a resolution passed by such greater percentage
majority of Shareholders with voting rights as prescribed in the memorandum and articles of
association, increase its capital.
25.2 The resolution for the increase in capital must be filed with the Registrar within thirty (30)
days of being passed. The increase in capital will come into effect once the Registrar reflects
the same in the Companies Register.

26. CONSOLIDATION AND DIVISION OF SHARES

26.1 A Company may, by a Special Resolution or by a resolution passed by such greater percentage
majority of Shareholders with voting rights as may be prescribed in the memorandum and
articles of association, consolidate and divide its Shares into:

21 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) a lesser number of Shares than before the consolidation, resulting in an increase in the
value of each Share; or
(b) a greater number of Shares than before the consolidation, resulting in a decrease in the
value of each Share.
26.2 The resolution for the consolidation or division of Shares must be filed with the Registrar
within thirty (30) days of being passed. The consolidation or division of capital of a Company
will come into effect once the Registrar reflects the same in the Companies Register.

27. NON-CASH CONSIDERATION FOR SHARES

27.1 Subject to Regulation 27.3, a Company shall not allot Shares as Paid Up (in part or in full)
otherwise than in cash unless:
(a) in the case of a PLC, the PLC has obtained an independent valuation of the non-cash
consideration for the Allotment in accordance with this Regulation not more than six
(6) months prior to the Allotment;
(b) in the case of a PLC, a copy of the valuation report has been sent to the proposed
allottee;
(c) a Director’s resolution has been passed by a majority of the Directors, unless provided
otherwise by the memorandum and articles of association, approving the Allotment of
Shares for consideration other than cash; and
(d) copies of any valuation report (in the case of a PLC) and the relevant resolutions have
been submitted to the Registrar along with the Allotment notice.
27.2 A Company shall not accept at any time, in payment up of its Shares or any premium on
them, an undertaking given by any person that such person or another should do work or
perform services for the Company or any other person, which may be performed five (5)
years after the date of such Allotment.
27.3 Nothing in Regulation 27.1 applies to:
(a) the Allotment of Shares in a Company in connection with a share exchange;
(b) the Allotment of Shares in a Company allotted pursuant to an Employee Share Scheme;
(c) the Allotment of Shares in a Company in connection with a proposed merger;
(d) the Allotment of Shares in a Company on the conversion of any convertible securities;
(e) the exercise of an option to acquire Shares in a Company;
(f) the Allotment of Shares that are fully Paid Up from the reserves of a Company to all
Shareholders in proportion to the number of Shares held by each Shareholder; or
(g) the consolidation and division, or subdivision, of Shares, or any class of Shares, in a
Company in proportion to those Shares or the Shares in that class.
27.4 The valuation report required under Regulation 27.1 shall be made by any person registered
as an auditor who is not:
(a) an Officer or Employee of the Company or a partner or Employee of such a person, or a
partnership in which such a person is a partner;
(b) an Officer or Employee of an associated undertaking of the Company or a partner or
Employee of such a person, or a partnership in which such a person is a partner; or
(c) connected in any way with the Company.

22 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 27.5 The person carrying out the valuation is entitled to require from the Officers and Employees
of the Company such information and explanation as such person thinks necessary, and
such Officers and Employees shall take reasonable steps to comply with those requests. A
person who knowingly or recklessly makes a statement to which this Regulation applies,
that is misleading, false or deceptive in a material way is liable to a fine.
27.6 For the purposes of this Regulation 27, an Allotment is in connection with:
(a) a share exchange, if the consideration for such an Allotment is the transfer of shares
in another company or the cancellation of shares in another company, and such
Allotment is open to all holders (or all of a particular class of holders) of shares in such
other company; and
(b) a proposed merger with another merging company, if the Company proposes to acquire
all the assets and liabilities of the other merging company in exchange for the issue of
its Shares or other securities to the shareholders of the other merging company.

28. SHAREHOLDERS’ PRE-EMPTION RIGHTS

28.1 Subject to Regulation 28.8, a PLC shall not allot Shares to a person on any terms unless:
(a) it has made an offer to each person who holds Shares to allot to that person on the same
or more favourable terms a proportion of those Shares that is as nearly as practicable
equal to the proportion of the Shares held by that person in the PLC’s share capital; and
(b) the period during which any such offer may be accepted has expired or the PLC has
received notice of the acceptance or refusal of every offer so made.
28.2 A reference to the Allotment of Shares includes:
(a) the grant of a right to subscribe for, or to convert securities into, Shares; and
(b) the sale of Shares in the PLC that, immediately before the sale, were held by the PLC as
treasury Shares.
28.3 Shares held by a PLC as treasury Shares are disregarded for the purposes of this Regulation,
so that the PLC is not treated as a person who holds Shares and treasury Shares forming
part of the PLC’s Share capital.
28.4 A PLC’s memorandum and articles of association may prohibit a PLC from allotting Shares
of a particular class in respect of an offer referred to in Regulation 28.1(a) unless the PLC has
complied with the pre-emption rights included in its memorandum and articles of association.
Regulation 28.1(a) does not apply in such circumstances and the PLC may allot the Shares
in accordance with those pre-emption rights, provided such an offer is communicated in
accordance with Regulation 28.5.
28.5 An offer made pursuant to Regulation 28.1(a):
(a) may be made in hard copy or by Electronic Document;
(b) may, if a holder of Shares has not given an address to the PLC, be made by causing it,
or a notice specifying where a copy of it can be obtained or inspected, to be published
in the Prescribed Publications; and
(c) shall be open for acceptance for a period of not less than fourteen (14) days from the
date on which:

23 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) the offer is deemed to have been received in accordance with the memorandum
and articles of association (or, if the memorandum and articles of association do
not contain such provisions, when the offer is reasonably expected to have been
received by the offeree); or
(b) the offer is published in the Prescribed Publications.
28.6 A PLC does not contravene Regulation 28.1 where the PLC allots Shares to a person in whose
favour an existing holder of Shares has renounced his right to Allotment.
28.7 A PLC which fails to comply with the requirements of Regulation 28.1 is liable to a fine.
28.8 Regulation 28.1 does not apply in respect of an Allotment of Shares:
(a) which are bonus Shares;
(b) which would be held under, or allotted or transferred pursuant to, an Employee Share
Scheme;
(c) to be wholly or partly Paid Up otherwise than in cash in accordance with Regulation 27;
(d) in an FZCO which has provided for pre-emption rights in its memorandum and
articles of association, to the extent that the pre-emption right has been varied by its
memorandum and articles of association; or
(e) by any Company, to the extent that such restrictions have been excluded or varied
by Special Resolution (unless a higher threshold is required by the memorandum and
articles of association).
28.9 Unless provided for in an FZCO’s memorandum and articles of association, Shareholders of
an FZCO shall not have any pre-emption rights. Pre-emption rights, if any, of Shareholders
of an FZCO shall be set out in the FZCO’s memorandum and articles of association.

29. DECREASE OF CAPITAL

29.1 An FZCO may, if authorised by a Special Resolution or by a resolution passed by such

greater percentage majority of Shareholders with voting rights as may be prescribed in the
memorandum and articles of association, decrease its capital by reducing and cancelling
Share(s).
29.2 Where a Share of an FZCO is cancelled in order to decrease the share capital in accordance
with Regulation 29.1:
(a) the share must be acquired for fair value;
(b) the decrease shall be made out of profits available for that purpose; and
(c) the majority of Directors of the FZCO shall certify that, immediately following the
decrease of the share capital, the Company will be able to pay its debts as they fall
due in the ordinary course of business.
29.3 A PLC may, if authorised by a Special Resolution or by a resolution passed by such greater
percentage majority of Shareholders with voting rights as may be prescribed in the
memorandum and articles of association, with or without extinguishing or reducing liability
on its Shares, decrease its capital by:
(a) reducing the value of the Shares, either by:
(a) reimbursing part of the value to the Shareholders; or
(b) by absolving the Shareholders of the unpaid amount of their Shares, if any; or

24 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (b) cancelling Paid Up share capital, due to:
(a) a loss sustained by the Company; or
(b) being unrepresented by the available assets of the Company.
29.4 Subject to Regulation 34.5, where a Share of a PLC is cancelled in order to decrease the share
capital in accordance with Regulation 29.3:
(a) the loss sustained by the PLC or the capital that is unrepresented by available assets
of the PLC, should be confirmed in a report by an auditor; and
(b) the Share must be acquired by the PLC at the lowest consideration, cash or non-cash,
at which the Shares can be acquired, and not exceeding an amount, if any, stated in or
determined by the memorandum and articles of association.
29.5 A PLC must, within fourteen (14) days of passing the resolution to decrease its capital in
accordance with Regulation 29.3, publish a notice in the Prescribed Publications, stating:
(a) the amount of the share capital as last determined by the PLC;
(b) the value of each Share;
(c) the amount to which the share capital is to be decreased;
(d) the manner in which the decrease in share capital is taking place; and
(e) the period of notification of the decrease in capital, after which the decrease in capital
may take effect. This period of notification must be at least thirty (30) days from the
date of publication.
29.6 Where a decrease in Share capital is published to be effected through:
(a) extinguishing or reducing the liability of a Shareholder on its Shares; or
(b) reducing the value of Shares in accordance with Regulation 29.3(a),
a Creditor of the PLC may object to the decrease in capital during the period commencing
on the date of publication and concluding on the date the decrease in capital is proposed to
take effect. Where a Creditor raises such an objection, the decrease in capital will not take
effect until such objection is resolved by the parties or by the Court.
29.7 After the period of notification, or resolution of an objection by a Creditor, if any, the majority
of Directors of a PLC must sign a certificate declaring:
(a) that the decrease in capital has been carried out in accordance with these Regulations;
and
(b) in the event a Creditor objected to the decrease in capital, confirmation that the
objection had been resolved, along with the withdrawal of the objection in writing, and
where the objection was resolved by an order of a Court, a copy of the order of the
Court approving the decrease in capital.
29.8 Within five (5) days of the expiry of the period of notification, and resolution of an objection,
if any, the PLC must submit to the Registrar:
(a) the resolution in Regulation 29.3;
(b) the auditor’s report referred to in Regulation 29.4(a), if applicable;
(c) a copy of the notices in the Prescribed Publications published in accordance with
Regulation 29.5; and
(d) the certificate referred to in Regulation 29.7 and the documents supporting the
certificate as may be required by the Registrar.

25 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 29.9 The decrease in capital of a Company will come into effect on the date the Registrar records
the decrease in capital in the Companies Register.

30. CLASSES OF SHARES

30.1 Shares are of one class if the rights attached to them are the same in all respects.
30.2 A Company may have different classes of Shares, as provided in its memorandum and
articles of association.

31. VARIATION IN RIGHTS OF SHARES

31.1 Rights attached to a class of Shares may be varied or abrogated by an amendment to the
memorandum and articles of association, approved by:
(a) a Special Resolution or by a resolution passed by a greater majority of Shareholders
with voting rights as may be prescribed in the memorandum and articles of association;
and
(b) a resolution passed by all the Shareholders holding Shares of the class whose rights are
being varied or abrogated.
31.2 Where a resolution to vary or abrogate the rights attached to a class of Shares is passed
in accordance with Regulation 31.1(a), Shareholders representing not less than five percent
(5%) of total Shares of such class, being Shareholders who did not resolve in favour of the
variation or abrogation of the rights attached to such class of Shares, may within twenty
eight (28) days of the resolution being passed in accordance with in Regulation 31.1(a), apply
to the Court to have the variation or abrogation cancelled. Where an application is made
to the Court, the variation will have no effect until the ruling of the Court. The Court may
disallow the variation or abrogation of the rights attached to a class of Shares, may confirm
it or may pronounce such other remedy as it may consider appropriate.
31.3 The Shareholder who applies to the Court to have the variation abrogated or cancelled in
accordance with Regulation 31.2 must notify the Registrar in writing of such application
within seven (7) days of such application having been made.

32. SHARE TRANSFER AND SHARE REGISTER

32.1 Subject to Regulation of 32.2, the transfer of Shares of any Shareholder in a Company must
take place in accordance with the memorandum and articles of association of the Company.
32.2 Transfer of a Share in a PLC whose Shares are admitted to trading on a stock exchange must
take place in accordance with the rules of the relevant exchange and clearing house.
32.3 The transfer of Shares shall be effective upon entry of the new Shareholder’s name into the
register of Shareholders for that Company.
32.4 A PLC must maintain, itself or through an agent, an accurate register of Shareholders
containing:
(a) where the Shareholder is a natural person, the full name, address, nationality, passport
number and place of birth of each Shareholder;
(b) where the Shareholder is a body corporate, the name, legal form, registered address,
registration number and country of incorporation of the Shareholder;
(c) the date a natural person or body corporate became a Shareholder;

26 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (d) the number and class of Shares, and voting rights attached to such Shares, held by that
Shareholder; and
(e) the date a natural person or body corporate ceased to be a Shareholder.
32.5 A PLC may maintain its register of Shareholders in the form of an Electronic Document or in
hard copy.
32.6 A PLC must supply the contents of the register of Shareholders to the Registrar on request.
32.7 A trustee of a deceased Shareholder shall be treated as a Shareholder for the purposes of
executing any share transfer instrument in respect of such Shareholder’s shares or interest.
32.8 A liquidator or receiver of an insolvent Shareholder shall be treated as a Shareholder for the
purposes of executing any share transfer instrument in respect of such Shareholder’s shares
or interest.

33. RIGHT OF PLC TO REQUEST INFORMATION ABOUT INTERESTS IN ITS SHARES

33.1 A PLC may give notice to any person whom it knows or has reasonable grounds to believe:
(a) to be interested in the PLC’s Shares; or
(b) to have been so interested at any time in the three (3) years preceding the date of such
notice.
33.2 The notice may require the person to confirm any interest that person has, or has had, in the
Shares and, to provide details relating to such interest as specified in the notice.
33.3 For the purposes of this Regulation, a person has an interest in Shares of a PLC if that person:
(a) enters into a contract to acquire the relevant Shares; or
(b) not being the registered holder of the relevant Shares, is entitled to:
(a) exercise any right conferred by the holding of the Shares; or
(b) control the exercise of any such right.
33.4 Where a person fails to comply with a notice served on that person by a PLC pursuant to
Regulation 33.1, the PLC may apply to the Court for an order directing that the relevant
Shares be subject to the restrictions that:
(a) any transfer of the Shares be void;
(b) no voting rights be exercisable in respect of the Shares;
(c) no further Shares be issued in lieu of the Shares, or in pursuance of an offer made to
their holder; and
(d) except in a liquidation, no payment be made of sums due from the PLC on the Shares,
whether in respect of capital or otherwise.
33.5 The Court may make any such order, as specified under Regulation 33.4, as it sees fit, having
regard to the rights of third parties in respect of such Shares.
33.6 Any person whose rights are, or are likely to be, unfairly affected by an order of the Court
made under Regulation 33.5 may apply to the Court on those grounds. If the Court is satisfied
that its order may unfairly affect the rights of the applicant or any other third party, it may,
for the purpose of protecting the rights of the applicant or any third party, and subject to
such terms as it thinks fit, direct that:

27 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) to the extent set out in the order, the acts of a person or persons (or category of persons)
do not constitute a contravention of the restrictions imposed under Regulation 33.4; or
(b) the relevant Shares or any part of those Shares shall cease to be subject to the
restrictions.
33.7 Where there is a restriction imposed in respect of Shares pursuant to Regulation 33.4, except
to the extent otherwise provided under Regulation 33.6:
(a) any agreement to transfer the Shares or take any other actions reliant on a vote cast in
respect of the Shares; or
(b) any issue of Shares in lieu of right of the Shares, or in pursuance of an offer made to
their holder; or
(c) any payment made of sums due from the PLC on the Shares, whether in respect of
capital or otherwise, except in a liquidation,
shall be void.
33.8 An application may be made to the Court, by the PLC or any person aggrieved, for an order
directing that the Shares shall cease to be subject to restrictions. The Court may not make
such an order unless:
(a) it is satisfied that the relevant facts about the Shares have been disclosed to the PLC
and no unfair advantage has accrued to any person as a result of the earlier failure to
make that disclosure; or
(b) the Shares are to be transferred for valuable consideration and the Court approves the
transfer.

34. TREASURY SHARES

34.1 Unless restricted by its memorandum and articles of association, a PLC may make a purchase
of its own Shares, as treasury Shares, subject to:
(a) the approval of the Registrar;
(b) an Ordinary Resolution, or a resolution passed by such greater percentage majority
of Shareholders with voting rights as prescribed in the memorandum and articles of
association; and
(c) compliance with the requirements of this Regulation 34.
34.2 The PLC must be entered as a Shareholder of the treasury Shares.
34.3 The purchase of treasury Shares must be made out of the distributable profits of the PLC.
34.4 The PLC may hold, transfer or cancel the treasury Shares. In the event of a transfer, the PLC
may transfer the treasury Shares:
(a) for cash consideration; or
(b) for the purposes of or pursuant to an Employee Share Scheme; or
(c) to existing Shareholders as fully paid bonus Shares.
34.5 If the PLC cancels any treasury Shares, the amount of the PLC’s share capital is reduced
accordingly by the nominal amount of the Shares cancelled. Unless otherwise specified in
the memorandum and articles of association, the Directors of the PLC may take any steps
required to cancel the treasury Shares under this Regulation 34 without following the process
in Regulation 29.

28 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 34.6 In the event of a transfer or cancellation of the treasury Shares in accordance with Regulation
34.4, the PLC must notify the Registrar and its Shareholders of:
(a) the number and value of the Shares which have been transferred or cancelled; and
(b) the date on which they were transferred or cancelled.
In the event of a cancellation of the treasury Shares, the notice must be accompanied by a
statement of capital.
34.7 The PLC may not exercise any other rights attached to the treasury Shares, including the
right to vote, attend a meeting, and receive dividends or distributions of the PLC’s assets
(including any distribution of assets to Shareholders on a winding up).
34.8 If a provision of these Regulations requires:
(a) a proportion of votes attaching to Shares held in the PLC to be obtained; or
(b) a proportion of the Shareholders of the PLC, (which may include persons representing
by proxy other Shareholders of the PLC), to consent or not to consent,
in order for a Resolution to be passed or an action or decision to be taken or not to be
taken by any person, the Shares held as treasury Shares shall not, for the purposes of
that provision, be taken into account in determining:
(a) the total number of Shares held in the PLC; or
(b) whether such a proportion has been attained.
34.9 Nothing in Regulations 34.5 and 34.7 shall prevent:
(a) an Allotment of Shares as fully paid bonus Shares in respect of treasury Shares; or
(b) the payment of any amount payable on the redemption of redeemable Shares that are
held as treasury Shares.
34.10 Any Shares allotted as fully paid bonus Shares in respect of Shares held as treasury Shares
by a PLC shall be treated as if they were purchased by the PLC at the time they were allotted.
34.11 If Shares are held by a PLC as treasury Shares:
(a) the register of Shareholders kept under Regulation 32 shall include an entry relating to
the number of Shares held by the PLC as treasury Shares;
(b) the register to be maintained by the Registrar pursuant to Regulation 1‎ 0 shall, to the
extent it contains details of the Shareholders of the PLC, include an entry relating to
the number of Shares held by the PLC as treasury Shares.

35. FINANCIAL ASSISTANCE TO ACQUIRE SHARES

35.1 A PLC or a company that is a Subsidiary of it may not provide financial assistance to a
person to acquire Shares in the PLC, or to acquire Shares in a Holding Company of the PLC,
unless:
(a) the giving of the financial assistance does not materially prejudice the interests of the
PLC or its Shareholders or the PLC’s ability to discharge its liabilities as they fall due;
and
(b) the financial assistance is approved by a resolution of Shareholders holding not less
than ninety percent (90%) in nominal value of the Shares with the right to attend and
vote at a General Meeting; or

29 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (c) the PLC’s ordinary business includes providing finance and the financial assistance is
given in the ordinary course of that business and on ordinary commercial terms; or
(d) the financial assistance is given in connection with, or for the purposes of, an Employee
Share Scheme of the PLC; or
(e) the financial assistance is only an incidental part of some larger purpose of the PLC
and the financial assistance is given in good faith in the interest of the PLC.
35.2 In Regulation 35.1, references to “financial assistance” includes making a loan, making a
gift, issuing a debenture, giving security over the PLC’s assets or giving a guarantee or an
indemnity in respect of another person’s liability.
35.3 Regulation 35.1 does not prohibit a PLC from giving financial assistance for the acquisition
of Shares in it or its Holding Company if:
(a) the PLC’s principal purpose in giving the assistance is not to give it for the purpose of
any acquisition of Shares in the PLC or in a Holding Company of the PLC; or
(b) the giving of assistance for that purpose is only an incidental part of some larger
purpose of the PLC,
and such assistance is given in good faith in the interests of the PLC.

36. REDEEMABLE SHARES

36.1 A Company may issue shares that are to be redeemed or are liable to be redeemed at the
option of the Company or the Shareholder provided that the memorandum and articles of
association of the Company does not expressly exclude or restrict the issuance of redeemable
shares.
36.2 Subject always to Regulation 36.1, redeemable shares may only be issued if the Company
has Shares which are not redeemable in issue.
36.3 The terms of any redemption may be determined by the Directors of the Company if they
are authorised to do so by:
(a) the memorandum and articles of association; or
(b) an Ordinary Resolution.
36.4 If the Directors are not authorised to determine the terms of any redemption of redeemable
shares, such terms must be included in the memorandum and articles of association.
36.5 Where Shares in a Company are redeemed, the Shares are treated as cancelled and the
amount of the share capital of the Company must be reduced accordingly by the nominal
amount of the Shares redeemed.
36.6 In the event of a redemption of Shares in accordance with this Regulation 36, the Company
must notify the Registrar and its Shareholders of:
(a) the number and value of the Shares which have been transferred or cancelled; and
(b) the date on which they were transferred or cancelled.
The notice must be accompanied by a statement of capital.

37. DIVIDEND AND OTHER DISTRIBUTIONS

37.1 A Company may by a resolution of the Directors declare a dividend or make a distribution,
or recommend a dividend or distribution to the Shareholders to declare or make by an

30 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 Ordinary Resolution, whether in cash or otherwise, out of the accumulated and realised
profits available for the purpose, after deducting the accumulated and realised losses of a
Company, provided that:
(a) after the dividend is declared, the amount of the net assets of the Company is not less
than the aggregate of its share capital and, in the case of PLCs, the undistributable
reserves; and
(b) if, and to the extent that, the distribution does not reduce the amount of those assets
to less than that aggregate.
37.2 Where a dividend is declared or a distribution is made, or the declaration of a dividend or
making of a distribution is recommended to the Shareholders, the Directors must certify
that immediately after a dividend is paid or a distribution is made the Company should, on
reasonable grounds, be able to pay its debts as they become due in the normal course of
business.
37.3 Any dividend or distribution declared by the Shareholders in accordance with Regulation 37.1
may not exceed the amount of such dividend or distribution recommended by the Directors.
37.4 In this Regulation 37:
(a) “distribution” means the distribution of assets of a Company to its Shareholders,
including dividends, whether in cash or otherwise, except distribution by way of an
issue of bonus Shares, redemption or purchase of a Company’s own Shares, out of
share capital or out of unrealised profits, reduction of share capital, by extinguishing
or reducing the liability of any of the Shareholders on the Shares, and distribution of
assets to Shareholders of a Company on its winding up;
(b) “undistributable reserves” means a reserve account of the PLC maintained in
accordance with the DIEZA Regulations or the applicable Markets Laws, including a
share premium account, capital redemption reserve or the amount by which the PLC’s
accumulated, unrealised profits (so far as not previously utilised by capitalisation)
exceeds its accumulated, unrealised losses (so far as not previously written off in a
reduction or reorganisation of capital duly made); and
(c) “net assets” means the aggregate of the Company’s assets less the aggregate of its
liabilities.
37.5 A Company which makes a distribution in contravention of this Regulation 37 is liable to a
fine.
37.6 Whether a distribution made by a Company is in compliance with these Regulations must
be determined by reference to the accounts of the Company as prepared and maintained in
accordance with Regulation 67.

38. UNLAWFUL DISTRIBUTION

A Shareholder must return any distribution, or part of a distribution, received from a Company if
the distribution has been made in contravention of Regulation 37. Where the distribution received
is in a form other than cash, the Shareholder must pay to the Company a sum equal to the value
of the distribution, or that part, at that time.

31 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

PART 5 – DIRECTORS, MANAGER AND SECRETARY

39. DIRECTORS

39.1 The business and affairs of a Company will be managed by the Directors. In managing the
business and affairs of the Company, the Directors may exercise all powers and authority
except:
(a) for matters required to be decided at a General Meeting; and
(b) as provided in the memorandum and articles of association of the Company and these
Regulations.
39.2 An FZCO must have at least one Director, who must be a natural person.
39.3 A PLC must have at least two (2) Directors, one of whom must be a natural person.
39.4 A Branch may, but is not required to have, a Director.
39.5 A person cannot be a Director who:
(a) if a natural person, is under the age of 21 years, unless approved by the Registrar;
(b) has been convicted of a criminal offence, involving dishonesty or moral turpitude in the
past ten (10) years;
(c) has been guilty of insider trading or the equivalent;
(d) has been disqualified from holding the position of a Director by a court or competent
authority;
(e) does not qualify based on the criteria provided in the memorandum and articles of
association; or
(f) is an undischarged bankrupt.

40. ELECTION, TERM AND REMOVAL OF A DIRECTOR

40.1 The Shareholders incorporating a Company must appoint the first Directors at the time of
incorporation. The Directors may be appointed or removed by an Ordinary Resolution.
40.2 Each Director of a PLC appointed in accordance with Regulation 40.1 is subject to
reappointment at the PLC’s next annual General Meeting. If a person is not reappointed as
a Director of the PLC at an annual General Meeting, such person will cease to be a Director
from the date of the annual General Meeting.
40.3 A vacancy in the position of a Director may be filled by an Ordinary Resolution or in the
absence of such resolution, by the Directors, provided that a Director appointed by the
Directors must be subject to reappointment by an Ordinary Resolution at the next General
Meeting. If such person is not reappointed as a Director at the General Meeting, the person
will cease to be a Director from the date of the General Meeting.
40.4 The number of Directors may be fixed by the memorandum and articles of association.

41. DUTIES OF A DIRECTOR

41.1 The duties of Directors set out in Regulations 41 to 43 are owed by a Director to the Company.
41.2 A Director of a Company, in exercising powers and discharging duties, has the duty to:

32 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) act within the powers granted to the Director by the memorandum and articles of
association of the Company and only exercise the Director’s powers for the purposes
for which those powers have been conferred;
(b) act honestly and lawfully and in a way he considers, in good faith, would be most likely
to promote the success of the Company for the benefit of its Shareholders as a whole;
(c) not to accept a benefit from a third party, being any person other than the Company,
an associated body corporate or person acting on behalf of the Company or associated
body corporate, conferred by reason of his being a Director or his doing (or not doing)
anything as Director;
(d) exercise the care, diligence and skill that a reasonably prudent person, with the
general knowledge, skill and experience that the Director has, would exercise in similar
circumstances; and
(e) exercise independent judgment.
41.3 The memorandum and articles of association of a Company shall not include any provision
to the effect of which would be to dilute the duties of a Director in Regulations 41 to 43.
41.4 No action or omission of a Director shall be treated as a breach of a duty referred to in
Regulation 41.1 if:
(a) all the Shareholders of the Company authorise or ratify the act or omission; and
(b) the Company remains able to discharge its liabilities as they fall due after the act or
omission.

42. DUTY TO AVOID CONFLICTS OF INTEREST

42.1 A Director of a Company must avoid a situation in which he has, or can have, a direct or
indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
42.2 Regulation 42.1 applies in particular to the exploitation of any property, information
or opportunity (and it is immaterial whether the Company could take advantage of the
property, information or opportunity).
42.3 This duty does not apply to a conflict of interest arising in relation to a transaction or
arrangement with the Company.
42.4 This duty is not infringed:
(a) if the situation cannot reasonably be regarded as likely to give rise to a conflict of
interest; or
(b) if the matter has been authorised by the Directors.
42.5 Authorisation may be given by the Directors in accordance with Regulation 42.4(b) where the
memorandum and articles of association enables the Directors to authorise such matters.
42.6 An authorisation under Regulation 42.4(b) is effective only if any requirement as to the
quorum at the meeting of Directors is considered as met without counting the conflicted
Director and the matter was agreed without such Director’s vote, or would have been agreed
if such Director’s vote had not been counted, and provided that all Directors constituting the
quorum are acting in accordance with Regulation 41.

33 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 43. DUTY OF A DIRECTOR TO DISCLOSE INTERESTS

43.1 A Director, who has a direct or indirect interest in a transaction entered into or proposed
to be entered into by the Company or by a Subsidiary of the Company, which interest to a
material extent conflicts or may conflict with the interests of the Company and of which
conflict the Director is aware, must disclose to the Company the nature and extent of the
interest.
43.2 If the Director’s interest under Regulation 43.1 is in a proposed transaction, the Company
may not enter into the proposed transaction or arrangement until it has been approved by
an Ordinary Resolution.
43.3 Once a Director becomes aware of the circumstances requiring the Director to make the
disclosure under Regulation 43.1, the Director has a duty to disclose the interest.
43.4 The disclosure may be made at a meeting of the Directors or by giving notice in writing to
the Directors in hard copy or by way of an Electronic Document. If the disclosure of interest
is made by giving notice in writing, the disclosure is deemed to form part of the proceedings
of the next meeting of the Directors.
43.5 The Company or a Shareholder may not claim a transaction to be void or hold a Director
accountable where:
(a) the transaction is confirmed by an Ordinary Resolution, provided that any votes cast
by a Shareholder who is also a Director, or a Connected Person to such a Director, who
has the conflict of interest in the transaction or arrangement shall be disregarded; and
(b) the nature and extent of the Director’s interest in the transaction was disclosed in
reasonable detail in the notice calling the General Meeting at which the resolution
confirming the transaction is passed.
43.6 No disclosure is required under this Regulation:
(a) if the matter in question cannot reasonably be regarded as likely to give rise to a
conflict of interest; or
(b) if, or to the extent that, the other Directors are already aware of it (and for this purpose
the other Directors are treated as being aware of anything of which they ought
reasonably to be aware); or
(c) if, or to the extent that, it concerns the Directors terms of service that have been or are
to be considered by a meeting of Directors.
43.7 For the purposes of Regulation 43.5, a “Connected Person” to a Director is:
(a) in the case of an individual, the spouse, the child or stepchild, or a grand-child, of that
Director;
(b) in the case of a body corporate, the Director, alone or together with an individual
referred to in Regulation 43.7(a), who:
(a) has at least twenty percent (20%) of the share capital of the body corporate; or
(b) is entitled to exercise or control the exercise of more than twenty percent (20%) of the
voting power at any General Meeting of that body; or
(c) in the case of a partnership in which the Director or an individual referred to in Regulation
43.7(a) is also a partner, all the other partners; or
(d) any other person prescribed as a Connected Person in the memorandum and articles
of association.

34 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 44. PROHIBITION ON FINANCIAL ASSISTANCE TO A DIRECTOR

44.1 A Company may not provide financial assistance to a Director, a Director’s spouse or
child, step-child, grandchild or to a company of which the Director is directly or indirectly a
Shareholder owning twenty percent (20%) of the total shareholding, unless:
(a) approved by a resolution passed by Shareholders holding Shares representing not less
than ninety percent (90%) of the total voting rights of the Company; and
(b) all of the Directors resolve that giving the financial assistance to the Director does not
materially prejudice:
(a) the interests of the Company and its Shareholders; and
(b) the Company’s ability to discharge its liabilities as they fall due.
44.2 For purposes of this Regulation 44, “financial assistance” means:
(a) a loan, debenture, credit facility or other similar form of financial assistance; or
(b) a guarantee or security or indemnity in connection with a loan, debenture, credit
facility or other similar form of financial assistance, whether such financial assistance
is provided by the Company or another person.
44.3 For avoidance of doubt, financial assistance does not include:
(a) remuneration of the Director paid in the ordinary course;
(b) liability indemnity insurance related to the discharge of the duties of the Director to the
Company; or
(c) financial assistance by the Company where the business of the Company is to provide
finance and the financial assistance is given in the ordinary course of that business and
on ordinary commercial terms.

45. ALTERNATE DIRECTOR

45.1 Unless provided otherwise in the memorandum and articles of association, a Director may by
a written instrument appoint a person as an alternate. An alternate director is not required
to be a Director. The name of the alternate director must be given in writing to the Secretary
prior to or at the time of commencement of a Directors’ meeting.
45.2 An alternate director has the same rights as a Director has in relation to a meeting, including
the right to attend and vote at a meeting.

46. DIRECTORS’ EMPLOYMENT CONTRACTS

46.1 A PLC must keep available for inspection a copy of every Director’s employment contract at
its registered office.
46.2 The employment contracts must be retained by the PLC for at least one year from the date
of termination or expiry of the contract and must be available for inspection at the registered
office during that time.

47. VALIDITY OF THE ACTS OF A DIRECTOR

The acts of a Director are valid notwithstanding a defect in the appointment or qualification of
a Director.

35 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 48. MANAGER

48.1 A Company must have a Manager. The name of the Manager will be recorded in the
Companies Register and it must appear on the Licence of the Company.
48.2 A Branch must have a Manager. The name of the Manager will be recorded in the Branches
Register and it must appear on the Licence of the Branch.
48.3 A Manager must be a natural person resident in the UAE.
48.4 No person can be a Manager who:
(a) is under the age of twenty one (21) years unless approved by the Registrar;
(b) has been convicted of a criminal offence, involving dishonesty or moral turpitude in the
past ten (10) years;
(c) has been guilty of insider trading or the equivalent;
(d) has been judged disqualified by the court or competent authority; or
(e) does not qualify based on the criteria provided in the memorandum and articles of
association.
48.5 Subject to Regulation 49.2, a Shareholder, Director or a Secretary may also be appointed as
a Manager.
48.6 A Manager of a Company may be appointed or removed by an Ordinary Resolution. In
addition to the authority of a Manager under these Regulations, a Manager’s authority
may be provided in the memorandum and articles of association or by a resolution of the
Company.
48.7 A Manager of a Branch may be appointed or removed by a resolution of the Branch Parent
Company.
48.8 Regulations 39.1 and 40 to 43 (inclusive) shall apply mutatis mutandis to a Manager.

49. SECRETARY

49.1 A Company must have at least one (1) Secretary.

49.2 A Secretary of a PLC cannot be a Director of that PLC.
49.3 It is the duty of the Directors of a PLC to take all reasonable steps to ensure that the Secretary
(or each joint Secretary) of the PLC is a person who appears to them to have the requisite
knowledge and experience to discharge the functions of Secretary of the PLC.
49.4 If it appears to the Registrar that a PLC is in breach of Regulation 49.1 (requirement to have
a Secretary), the Registrar may give the PLC a direction under this Regulation.
49.5 The direction must state that the PLC appears to be in breach of Regulation 49.1 and specify:
(a) what the PLC must do in order to comply with the direction;
(b) the period within which it must do so (being not less than one month or more than
three months after the date on which the direction is given); and
(c) the consequences of failing to comply with the direction.
49.6 If a PLC fails to comply with a direction under Regulation 49.4, the PLC and every Officer of
it who is in default is liable to a fine.

36 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 49.7 A Branch may, but is not required to have, a Secretary.
49.8 A Secretary need not be a natural person.
49.9 A Secretary may be appointed or removed by an Ordinary Resolution (in the case of a
Company) or by a resolution of the Branch Parent Company (in the case of a Branch).
49.10 A Secretary is primarily responsible for filing all documents required to be filed with the
Registrar under these Regulations.

50. REGISTER OF OFFICERS

50.1 A PLC must keep at its registered office a register of its Officers (including its Directors,
Manager and Secretary). A PLC must supply the contents of the register to the Registrar on
request.
50.2 The register for a PLC must be available for public inspection at its registered office during
regular office hours of the PLC.
50.3 In case of a refusal of any inspection of a register required to be kept pursuant to Regulation
50.1, the Registrar may issue a direction requiring the PLC to provide immediate inspection
by the Registrar, a Shareholder, Manager or Director.
50.4 The register of Officers of every PLC required under Regulation 50.1, shall set out, in respect
of each Officer the following information:
(a) full name;
(b) any former names, if any;
(c) date and place of birth;
(d) nationality;
(e) information identifying the person from their passport or other government-issued
national identification document acceptable to the Registrar, including:
(a) identifying number;
(b) country of issue; and
(c) date of issue and of expiry;
(f) address;
(g) date of appointment; and
(h) date of cessation (if applicable).
50.5 If the Director or Secretary is not an individual, the register shall contain, the full name, place
of incorporation, registered office and Officers (including the particulars in Regulation 18.1 of
each Officer) of the Director or Secretary.

51. CHANGE OF OFFICERS

51.1 Whenever:
(a) a Director, Manager or Secretary is appointed to a Company after initial incorporation/
registration of the Company; or
(b) a Director, Manager or Secretary retires, is removed or for any other reason ceases to
act,

37 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 the Company shall file a notice of change of Directors, Manager or Secretary with the
Registrar within thirty (30) days of the change of Directors, Manager or Secretary.
50.2 Whenever there is any change in the name or address of a Director, Manager or Secretary of
a Company, the Company shall file with the Registrar a notice of change of name or address.

52. DISQUALIFICATION OF OFFICERS

52.1 If at any time:

(a) the Registrar:
(a) has any concerns regarding a person’s suitability as an Officer;
(b) is aware that, or has evidence that, an Officer has breached one of his duties;
(c) is aware that, or has evidence that, an Officer has been convicted of a criminal
offence or any other offence involving fraud or dishonesty; or
(d) believes that an Officer has acted or is acting in a manner which is detrimental to
or prejudicial to the reputation and interests of the Free Zone, DIEZA or the general
public; or
(b) an Officer is or has been disqualified from acting as an officer by any competent
authority,
the Registrar may disqualify that Officer and remove that Officer from office. The Registrar
shall notify the Company or Branch of any such disqualification and removal and shall
provide written reasons for such disqualification and removal.
52.2 The Company or Branch whose Officer has been removed pursuant to Regulation 52.1 may
replace that Officer by an Ordinary Resolution (in the case of a Company) or by a resolution
of the Branch Parent Company (in the case of a Branch).
52.3 Where an Officer who has been removed pursuant to Regulation 52.1 results in the Company
or Branch having no Manager or Director (as required in accordance with these Regulations),
then the Company or Branch shall within fourteen (14) days of notification of removal
appoint a replacement Manager or Director.
52.4 Until such time as a replacement Manager or Director has been appointed pursuant to
Regulation 52.3, or if a Company otherwise has no Manager or Director, the Secretary (in
the case of a PLC), the Shareholders (in the case of an FZCO) or the directors of the Branch
Parent Company (in the case of a Branch) shall assume the responsibilities of the Manager
or Director.

PART 6 – SHAREHOLDERS’ MEETING

53. CALLING A MEETING

53.1 An FZCO is not required to hold a General Meeting unless expressly required to do so under
its memorandum and articles of association.
53.2 Unless a shorter duration is prescribed in the memorandum and articles of association, a PLC
must hold a General Meeting as its annual General Meeting within eighteen (18) months from
the date of its incorporation and once every twelve (12) months thereafter. A meeting of the
Shareholders other than the annual General Meeting will be referred to as an extraordinary
General Meeting.

38 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 53.3 A Director, Manager or Secretary must, as soon as practicable and in any event not later than
fourteen (14) days from the request of one or more Shareholders holding Shares representing:
(a) five percent (5%) or more of the share capital of the PLC, issue a notice of a General
Meeting;
(b) five percent (5%) or more of a class of Shares of a PLC, issue a notice of a meeting of
that class;
(c) ten percent (10%) or more of the share capital of the FZCO, issue a notice of a General
Meeting; or
(d) ten percent (10%) or more of a class of Shares of an FZCO, issue a notice of a meeting
of that class.
A Shareholder’s request should state the purpose of the meeting and be signed by each
Shareholder requisitioning the meeting and be deposited at the registered office of the
Company. Such a request may consist of several documents in similar form each signed by
or on behalf of one (1) or more of such Shareholders.
53.4 If a Director, Manager or Secretary does not within fourteen (14) days from the date of the
deposit of the request issue a notice for the General Meeting, or a notice for a meeting of a
class of Shareholders, as a case may be, the Shareholder who had made the request may
issue such a notice.
53.5 The Directors may, at any time, call a General Meeting, or a meeting of a class of Shareholders,
to consider a matter that the Directors determine requires consideration of the Shareholders.

54. REGISTRAR’S POWER TO CALL MEETING IN DEFAULT

54.1 The Registrar may, on application of a Director, Manager or a Shareholder, whether due to a
default of Regulation 53 or otherwise, call, or direct the Manager to call, a General Meeting
or a meeting of that class of Shareholders.
54.2 The Company must, unless with reasonable explanation notified to the Registrar, comply
with a direction of the Registrar made under Regulation 54.1. A Company which fails to
comply with this requirement is liable to a fine.

55. NOTICE OF MEETING

55.1 Any General Meeting (other than an annual General Meeting of a Company or an adjourned
such meeting) shall be called by at least fourteen (14) days’ notice in writing. An annual
General Meeting of a Company shall be called by at least twenty one (21) days’ notice in
writing.
55.2 If a General Meeting is called by shorter notice than that specified in Regulation 55.1 it is
deemed to have been duly called if it is so agreed by a majority in number of the Shareholders
having a right to attend and vote at the General Meeting, being:
(a) in respect of an FZCO, a majority together holding not less than ninety per cent (90%)
of the share capital represented by the Shares giving a right to attend and vote at the
General Meeting;
(b) in respect of a General Meeting other than an annual General Meeting of a PLC, a
majority together holding not less than ninety five per cent (95%) of the share capital
represented by the Shares giving a right to attend and vote at the General Meeting; and
(c) in respect of an annual General Meeting of a PLC, all Shareholders of the PLC.

39 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 55.3 A notice of a meeting should:
(a) specify the time, place and date of the meeting;
(b) provide the agenda of the meeting;
(c) state the general nature of the business of the meeting;
(d) state the intention to propose a resolution, if any;
(e) state the right of Shareholders to ask questions at the meeting relating to the business
being dealt;
(f) state the procedures with which Shareholders must comply in order to be able to attend
and vote at the meeting (including the date by which they must comply);
(g) permit a Shareholder to appoint a proxy who may attend and vote on behalf of the
appointing Shareholder and state the process to appoint such a proxy; and
(h) include, in relation to a PLC, a copy of the accounts and auditor’s report, that are to be
laid before the General Meeting.
55.4 The notice may be sent by hand or, if the memorandum and articles of association provide
for it to be sent in Electronic Document, in the agreed Electronic form.

56. GENERAL PROVISIONS AS TO MEETINGS AND VOTING

56.1 Unless the memorandum and articles of association provide otherwise, the following are
applicable to a General Meeting or a meeting of a class of Shares:
(a) a notice of every meeting must be given to each Shareholder entitled to receive it:
(a) by delivering or posting it to such Shareholder’s registered address;
(b) in such Electronic form as agreed by the intended recipient;
(c) by making it available on such website as agreed by the intended recipient; or
(d) in such other manner or form as may be agreed by the intended recipient;
(b) the quorum for the meeting where the Company has two or more Shareholders is at
least two Shareholders personally present or represented by proxy;
(c) at a meeting dealing with a variation of any class rights, other than an adjourned
meeting, the quorum will be persons holding or represented by proxy, at least one-third
in value of the total Shares of that class. At an adjourned meeting, two persons holding
Shares or represented by proxy will constitute a quorum;
(d) Shareholders may by majority of those present at a meeting elect a Shareholder to be
the chairman of the meeting;
(e) except for Shares that do not have the right to vote, on a show of hands, each Shareholder
present at the meeting has one vote, and, on a poll demanded in accordance with
Regulation 59, a Shareholder has one vote for each Share owned by that Shareholder;
(f) a declaration by the chairman that the resolution has/has not been passed or passed
with a particular majority is conclusive evidence of that fact without proof of the
number or proportion of the votes recorded in favour or against the resolution; and
(g) a Shareholder who is a corporate entity may by a resolution or such other appropriate
instrument authorise a person to represent the corporate entity at the meeting and in
doing so the person will be authorised to exercise all the rights of the Shareholder.

40 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 56.2 A Company must determine the right to vote at a General Meeting of the Company by
reference to the register of Shareholders as at a time (determined by the Company) that is
not more than forty eight (48) hours before the time for the holding of the meeting.
56.3 In calculating the period mentioned in Regulation 56.2, no account is to be taken of any part
of a day that is not a working day.

57. WRITTEN RESOLUTION

57.1 Subject to any restrictions in its memorandum and articles of association, anything that may
be done by a resolution of a Company passed at a Shareholders’ or a class of Shareholders’
meeting, may be done either by an Ordinary Resolution or by a Special Resolution in writing,
as is relevant, in accordance with this Regulation.
57.2 A resolution in writing is passed, unless otherwise prescribed in the Regulations:
(a) as an Ordinary Resolution, if it is passed by Shareholders representing a simple majority
of the total voting rights of Shareholders who, at the date when the Ordinary Resolution
is deemed to be passed, would be entitled to vote; and
(b) as a Special Resolution, if it is passed by Shareholders representing not less than
seventy five percent (75%) of the total voting rights of Shareholders who, at the date
when the Special Resolution is deemed to be passed, would be entitled to vote.
57.3 An Ordinary Resolution or Special Resolution in writing may consist of several instruments in
the same form each signed by or on behalf of one (1) or more Shareholders.
57.4 An Ordinary Resolution or Special Resolution in writing under this Regulation shall be deemed
to be passed when the instrument, or the last of several instruments, is last signed or on such
later date as is specified in the Ordinary Resolution or Special Resolution.
57.5 Any document attached to an Ordinary Resolution or Special Resolution in writing under
this Regulation shall be deemed to have been laid before a meeting of the Shareholders
signing the Ordinary Resolution or Special Resolution.
57.6 Regulation 64 applies to an Ordinary Resolution or Special Resolution in writing under this
Regulation as if it had been passed at a meeting.
57.7 Nothing in this Regulation affects or limits any provisions in the memorandum and articles
of association relating to the effectiveness of the consent of Shareholders, or any class of
Shareholders, of a Company given to any document, act or matter otherwise than at a
meeting of them.
57.8 A General Meeting of a Company with a sole Shareholder will be considered to be convened,
and a resolution will be considered to be passed at such General Meeting, by the Shareholder
issuing a decision in writing.

58. PARTICIPATION IN MEETINGS

58.1 Nothing in these Regulations are to be taken to preclude the holding and conducting of a
meeting in such a way that persons who are not present together at the same place may by
Electronic means attend and speak and vote at it.
58.2 The use of Electronic means for the purpose of enabling Shareholders to participate in a
General Meeting may be made subject only to such requirements and restrictions as are:

41 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) necessary to ensure the identification of those taking part and the security of the
Electronic communication; and
(b) proportionate to the achievement of those objectives.
58.3 Nothing in Regulation 58.2 affects any power of a Company to require reasonable evidence
of the entitlement of any person who is not a Shareholder to participate in the meeting.

59. DEMAND FOR POLL

59.1 One or more Shareholders holding Shares representing ten percent (10%) or more of the
capital of a Company may demand a poll at a General Meeting, or one or more Shareholders
holding Shares representing ten percent (10%) of the Shares of a class may demand a poll at
a meeting of such class of Shares.
59.2 On a poll, a Shareholder entitled to more than one (1) vote (in person or by proxy) is not
required to cast the same decision for all the votes.

60. PROXY

60.1 A Shareholder entitled to vote at a General Meeting or at a meeting of a class of Shareholders

is entitled to appoint, by notice to the Company in writing, such notice to be no earlier than
forty eight (48) hours before the General Meeting or meeting of a class of Shareholders,
another person (whether a Shareholder or not) as a proxy vote on behalf of the appointing
Shareholder.
60.2 The instrument of proxy should be in (or substantially similar to) the following form:
60.3 The instrument in Regulation 60.2 may be sent in hard copy form or, if the Company has
agreed to receive it in Electronic Document, in an agreed Electronic form.

I/WE,.................................................................................................................................................................................................
BEING THE HOLDER OF....................................................................................................................................................
SHARES IN ............................................................................................................................................ HEREBY APPOINT
............................................................................................................................., AS MY/OUR PROXY TO ATTEND
AND VOTE ON MY/OUR BEHALF AT THE [ANNUAL GENERAL MEETING / EXTRA
ORDINARY GENERAL MEETING / MEETING OF A CLASS] OF COMPANY, TO BE HELD ON
.............................................................................................................................

.............................................................................................................................
SIGNATURE

60.3 The instrument in Regulation 60.2 may be sent in hard copy form or, if the Company has
agreed to receive it in Electronic Document, in an agreed Electronic form.
60.4 A proxy appointed to attend and vote for a Shareholder has the same rights as the
Shareholder, including without limitation, the right:
(a) to speak at the meeting;
(b) to vote (but only to the extent allowed by the appointment or by the memorandum
and articles of association); and
(c) to join in a demand for a poll.

42 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 60.5 Every notice calling a meeting of the Company shall contain a reasonably prominent
statement that a Shareholder entitled to attend and vote is entitled to appoint a proxy or,
where that is allowed, one (1) or more proxies to attend and vote instead of that Shareholder,
and that a proxy need not also be a Shareholder.

61. DUTY TO PREPARE DIRECTOR’S REPORT

61.1 The Directors of a PLC must prepare a Directors’ report for each Financial Year of the PLC.
61.2 The Directors’ report for a Financial Year must state:
(a) the names of the persons who, at any time during the Financial Year, were Directors of
the PLC;
(b) a fair view of the PLC’s business;
(c) a description of the risks applicable to the PLC;
(d) an analysis of the development, performance and position of the PLC’s business;
(e) a statement to the effect that each Director, at the time the report is approved, so far as
the Director is aware, there is no relevant audit information of which the PLC’s auditors
is unaware and that each Director has taken all steps that they ought to have taken as
a Director in order to make themselves aware of any relevant audit information and to
establish that the PLC’s auditor is aware of that information; and
(f) a review of the PLC’s business.
61.3 The Directors’ report must be approved by the Directors and signed on behalf of the board
of Directors of the PLC or the Secretary of the PLC.

62. REQUIREMENTS AS TO WEBSITE PUBLICATION

62.1 A PLC must ensure that its annual accounts and reports are made available on a website
that identifies the PLC and is maintained by the PLC.
62.2 The annual accounts and reports shall remain available in accordance with Regulation 62.1
until the annual accounts and reports for the PLC’s next Financial Year are published.

63. CORPORATE GOVERNANCE STATEMENT

63.1 A PLC must include a corporate governance statement in its Directors’ report. That statement
must be included as a specific section of the Directors’ report and must contain at least the
information set out in this Regulation 63.
63.2 The corporate governance statement must contain a reference to the following, where
applicable:
(a) the corporate governance code to which the PLC is subject;
(b) the corporate governance code which the PLC may have voluntarily decided to apply;
and
(c) all relevant information about the corporate governance practices applied over and
above the requirements of applicable law.
63.3 A PLC which is complying with Regulations 63.2(a) or 63.2(b) must:

43 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) state in its Directors’ report where the relevant corporate governance code is publicly
available;
(b) where it departs from that corporate governance code, explain which parts of the
corporate governance code it departs from and the reasons for doing so;
(c) where Regulation 63.2(c) applies, the PLC must make details of its corporate governance
practices publicly available and state in its Directors’ report where they can be found;
and
(d) if a PLC has decided not to refer to any provisions of a corporate governance code
referred to under Regulations 63.2(a) or 63.2(b), it must explain its reasons for that
decision.
63.4 The corporate governance statement must contain a description of the main features of
the PLC’s internal control risk management systems in relation to the financial reporting
process.
63.5 The corporate governance statement must contain a description of the composition and
operation of the PLC’s administrative, management and supervisory bodies and their
committees.

64. MINUTES AND EXAMINATION OF MINUTE BOOKS

64.1 A Company must keep minutes of meetings of Shareholders, Directors and committees of
the Company, in books maintained for that purpose. The minutes must be signed by the
person presiding over the meeting and be kept for at least ten (10) years from the date of the
meeting by the Company. The minutes will be evidence of the meeting unless the contrary
is proved.
64.2 The books containing the minutes of a General Meeting or of a meeting of the holders of a
class of Shares shall be kept at the Company’s registered office, and shall during business
hours be open to examination by a Shareholder without charge.
64.3 A Shareholder may require, on submission to the Company of a written request and on
payment of such reasonable sum as the Company may require, a copy of any such minutes
(provided that a Shareholder shall not be entitled to require a copy of minutes of a meeting of
the holders of a class of Shares if that Shareholder is not a holder of such class of Shares) and
the Company shall, within seven (7) days after the receipt of the request and the payment,
cause the copy so required to be provided to that Shareholder.
64.4 In the case of a refusal or default, the Registrar may make an order directing an immediate
inspection of the books in respect of all proceedings of General Meetings, or meetings of the
holders of a class of Shares or directing that the copies required be furnished to the persons
requiring them.

PART 7 – AUDITORS

65. RECORDS, ACCOUNTS AND AUDITOR

65.1 An FZCO must maintain its Records, prepare its accounts and have its accounts audited by
an auditor in accordance with these Regulations. An FZCO’s Records shall be preserved by
the FZCO for at least six (6) years from the date upon which they were created.
65.2 A PLC must maintain its Records, prepare its accounts and have its accounts audited by
an auditor in accordance with these Regulations and the applicable Markets Laws, such

44 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 accounts to be presented at the next annual General Meeting of the Shareholders. A PLC’s
Records shall be preserved by the PLC for at least six (6) years from the date upon which they
were created.
65.3 A Company which is:
(a) a PLC shall, at each annual General Meeting at which the accounts for the previous
year are laid, appoint an auditor to hold office from the conclusion of that meeting to
the conclusion of the next annual General Meeting at which the accounts are laid; and
(b) an FZCO shall, within six (6) months after the end of the Financial Year or, if earlier,
before the date on which the accounts are sent to Shareholders, appoint an auditor to
hold office from such date until the end of the next period for appointing auditors. The
appointment of an auditor by an FZCO shall be by a resolution of its Directors unless
the Shareholders, at a General Meeting, have appointed an auditor by an Ordinary
Resolution.
65.4 The Directors may, in respect of a PLC, at any time before the first General Meeting at which
the accounts for the previous year are laid, appoint an auditor who shall hold office to the
conclusion of such General Meeting.
65.5 The Directors of a Company may fill any casual vacancy in the office of auditor on such
terms as they see fit, who shall hold office:
(a) in respect of a PLC, until the conclusion of the next General Meeting at which the
accounts for the previous year are laid; or
(b) in respect of an FZCO, until the end of the next period for appointing auditors.
65.6 Subject to Regulation 65.5, a Company may, by Ordinary Resolution, fix the auditor’s
remuneration.
65.7 A Company shall not appoint an auditor under this Regulation unless:
(a) the auditor has, prior to the appointment, consented in writing to the Company; and
(b) the Company is not, on reasonable inquiry, aware of any matter which should preclude
the auditor from giving the auditor’s consent under Regulation 65.8.
65.8 An auditor shall not consent to an appointment as an auditor of a Company if:
(a) the auditor has, or may reasonably be perceived to have, a conflict of interest;
(b) the auditor does not have, or may reasonably be perceived not to have, a requisite
degree of independence from the Company; or
(c) the auditor or any associate of the auditor in a firm or business undertaking has acted
as an auditor of the Company within such earlier period or frequency as prescribed in
these Regulations.
65.9 A Company may, notwithstanding anything in Regulation 65.3 or any agreement between it
and the auditor, remove an auditor at any time by Ordinary Resolution.
65.10 The Court may, on application made by the Registrar, order the removal of the auditor of a Company.
65.11 Nothing in this Regulation is to be taken as depriving an auditor removed pursuant to it
of compensation or damages payable to the auditor in respect of the termination of
appointment as the auditor.
65.12 Every Company and its Officers shall take reasonable efforts to provide such information
and assistance as required by an auditor for the purposes of the auditor carrying out its
duties under these Regulations.

45 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 65.13 A PLC shall file a notice of appointment of auditor, the resolution of the General Meeting
or board of Directors appointing the auditor, and the auditor’s letter of acceptance of the
appointment with the Registrar, within (30) days of the appointment.
65.14 A PLC shall file a notice of cessation of auditor and the related resolution of the board
of Directors with the Registrar or the Ordinary Resolution, within thirty (30) days of the
resignation or removal of an auditor.

66. FINANCIAL YEARS

66.1 Subject to Regulation 66.2, the first Financial Year of a Company starts on the day on which
it is incorporated and lasts for a period not exceeding eighteen (18) months as may be
determined by the Directors.
66.2 Where a body corporate has become a Company by virtue of a transfer of incorporation
pursuant to Regulation 98, the first Financial Year of that Company under these Regulations
may, at the option of the Directors, be deemed to have started at the end of the previous
Financial Year in the jurisdiction from which it transferred, in which case such Financial Year
shall last twelve (12) months from the date it is deemed to have started.
66.3 The second and any subsequent Financial Year shall start at the end of the previous Financial
Year and shall last twelve (12) months or some other period, which is within seven (7) days
either shorter or longer than the twelve (12) months, as may be determined by the Directors.

67. ACCOUNTS

67.1 The Directors of every Company shall cause accounts to be prepared in relation to each
Financial Year of the Company. Any reference to Company’s accounts is a reference to
accounts of the Company prepared in accordance with the requirements in this Regulation.
67.2 The accounts shall:
(a) be prepared in accordance with accounting principles or standards prescribed in these
Regulations or otherwise approved by the Registrar;
(b) show a true and fair view of the profit or loss of the Company for the period and of the
state of the Company’s affairs at the end of the period; and
(c) comply with any other requirements of these Regulations.
67.3 A Company’s accounts shall be approved by the Directors and signed on their behalf by at
least one (1) of them.
67.4 If a PLC, within six (6) months after the end of the Financial Year, the accounts for that year
shall be:
(a) prepared and approved by the Directors;
(b) examined and reported upon by an auditor;
(c) laid before a General Meeting, together with a copy of the auditor’s report and Directors’
report, for discussion and, if thought fit, approval by the Shareholders; and
(d) sent, together with a copy of the auditor’s report and a copy of the Directors’ report
prepared in accordance with Regulation 61, to every Shareholder, excluding those
Shareholders for whom the Company does not have a current postal address.
67.5 If an FZCO, within thirty (30) days after the end of the Financial Year, the accounts for that
year shall be:

46 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) prepared and approved by the Directors; and
(b) examined and reported upon by an auditor.
67.6 A Company shall file with the Registrar:
(a) if a PLC, within thirty (30) days after circulation to Shareholders in accordance with
Regulation 67.4(d), a copy of the accounts, the auditor’s report and a copy of the
Directors’ report prepared in accordance with Regulation 61; and
(b) if an FZCO, within thirty (30) days after the accounts have examined and reported
upon by an auditor, a copy of the accounts and the auditor’s report.
67.7 A Company which fails to comply with each of the requirements in this Regulation 67 is
liable to a fine.

68. PROVISION OF COPY OF ACCOUNTS TO A SHAREHOLDER

68.1 Any Shareholder of a Company is entitled, on written request made by that Shareholder
to the Company and without charge, to be furnished with a copy of the Company’s latest
audited accounts and auditor’s report.
68.2 A Company shall comply with such a request within seven (7) days of receipt of the request.
68.3 A Company which fails to comply with each of the requirements in this Regulation 68 is
liable to a fine.

69. AUDITORS REPORT ON COMPANY’S ANNUAL ACCOUNTS

69.1 A Company’s auditor shall make a report to the Shareholders on the accounts examined by
the auditor.
69.2 The auditor’s report shall state:
(a) whether, in the auditor’s opinion, the accounts have been properly prepared in
accordance with this Regulation;
(b) in particular, whether the accounts give a true and fair view of the profit or loss of the
Company or the Financial Year and of the state of the Company’s affairs at the end of
the Financial Year; and
(c) any other matter or opinion required under these Regulations.
69.3 An auditor which fails to comply with each of the requirements of this Regulation 69 is liable
to a fine.

70. DUTIES OF AUDITOR

70.1 A Company’s auditor, in preparing the auditor’s report, must carry out such investigations as
will enable the auditor to form an opinion as to:
(a) whether adequate accounting records have been kept by the Company and returns
adequate for their audit have been received from branches not visited by the auditor;
(b) whether the Company’s individual accounts are in agreement with the accounting
records and returns; and
(c) in the case of a PLC, whether the auditable part of the Company’s Directors’ remuneration
report is in agreement with the accounting records and returns.

47 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 70.2 If the auditor is of the opinion that:
(a) adequate accounting records have not been kept, or that returns adequate for their
audit have not been received from branches not visited by the auditor; or
(b) the Company’s individual accounts are not in agreement with the accounting records
and returns,
the auditor shall state that fact in the auditor’s report.
70.3 If the auditor fails to obtain all the information and explanations which, to the best of his
knowledge and belief, are necessary for the purposes of his audit, the auditor shall state that
fact in the auditor’s report.
70.4 Where more than one person is appointed as auditor, the report must include a statement as
to whether all the persons appointed agree on the statements given under this Regulation
70 and, if they cannot agree on those statements, the report must include the opinions of
each person appointed and give reasons for the disagreement.
70.5 An auditor which fails to comply with the requirements of this Regulation 70, is liable to a
fine.
70.6 If the auditor is of the opinion that proper accounting records have not been kept, or that
proper returns adequate for the audit have not been received, or if the accounts are not in
agreement with the accounting records and returns, or that the accounts do not comply
with the applicable accounting standards, the auditor shall state that fact in the report.
70.7 The auditor has a right of access, at all reasonable times, to the Company’s Records, and is
entitled to require from the Company’s Officers such information and explanations as the
auditor considers necessary for the performance of its duties.
70.8 Every auditor is entitled to receive notice of, and attend, any meeting of Shareholders and to
be heard on any part of the business of the meeting which concerns the auditor.

71. RESIGNATION OF AN AUDITOR

71.1 An auditor of a Company may resign from office by depositing a notice in writing to that
effect together with a statement under Regulation 71.2 at the Company’s registered office.
Such notice operates to bring the auditor’s term of office to an end on the date on which the
notice is deposited, or on such later date specified in the notice. The Company shall send to
the Registrar a copy of the notice of resignation of the auditor within fourteen (14) days.
71.2 When an auditor ceases for any reason to hold office, the auditor shall deposit at the
Company’s registered office either:
(a) a statement to the effect that there are no circumstances connected with the ceasing
to hold office which the auditor considers should be brought to the notice of the
Shareholders or Creditors of the Company; or
(b) a statement of any circumstances connected with the ceasing to hold office which the
auditor considers should be brought to the notice of the Shareholders or Creditors of
the Company.
71.3 In the case of a statement that falls within Regulation 71.2(b), the Company shall, within
fourteen (14) days of the auditor depositing such notice at the Company’s registered office,
send a copy of the statement to every Shareholder of the Company. A Company which fails
to comply with this requirement is liable to a fine.

48 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 71.4 If an auditor ceases for any reason to hold office, the Directors shall, within thirty (30) days of
the cessation of office, appoint a replacement.
71.5 An auditor which fails to comply with the requirements in Regulations 71.1 or 71.2 is liable to
a fine.

72. CO-OPERATION WITH AUDITORS

72.1 A Company, and any Officer of a Company, shall not, knowingly or recklessly:
(a) provide information to its auditor which is false, misleading or deceptive; or
(b) omit to provide information to its auditor which the auditor reasonably requires, or
is entitled to require, where the omission of such information is likely to mislead or
deceive the auditor.
72.2 A Company, any Officer of a Company and any person acting under the direction or authority
of such a Company or Officer, shall not, without reasonable excuse, engage in any of the
following conduct:
(a) destruction or concealment of documents;
(b) coercion, manipulation, misleading, or influencing of the auditor;
(c) failure to provide access to information or documents specified by the auditor; or
(d) failure to give any information or explanation which the person is able to give, where
the Company, Officer or other person knows or ought to know that such conduct could:
(a) obstruct the auditor in the performance of its duties or the exercise of its powers
under Resolution 70; or
(b) result in the rendering of the accounts of the Company or any other aspect of the
auditor’s report materially misleading.
72.3 A person who fails to comply with each of the requirements in Regulations 72.1 or 72.2 is
liable to a fine.

73. BRANCHES

Each Branch must file a copy of the accounts and an auditor’s report of the Branch or of its
Branch Parent Company with the Registrar no less frequently than:
73.1 within fourteen (14) days of the approval or receipt of those accounts and auditor’s report by
the Branch or the Branch Parent Company; or
73.2 at least once in every twelve (12) month period.

PART 8 – PROTECTION OF MINORITIES IN TAKEOVERS

74. TAKEOVER OFFERS

74.1 In this Part 8, a “takeover offer” means an offer to acquire all the Shares, or all the Shares of
any class or classes, in a PLC (other than Shares which at the date of the offer are already
held by the offeror), being an offer on terms which are the same in relation to all the Shares to
which the offer relates or, where those Shares include Shares of different classes, in relation
to all the Shares of each relevant class.

49 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 74.2 In Regulation 74.1, “Shares” means Shares which:
(a) have been allotted on the date of the offer;
(b) that are subsequently allotted before a date specified in or determined in accordance
with the terms of the offer; and
(c) any rights convertible into shares before a date specified or determined in accordance
with the term of the offer.
74.3 The terms offered in relation to any Shares shall, for the purposes of this Regulation, be
treated as being the same in relation to all the Shares or, as the case may be, all the Shares
of a class to which the offer relates, notwithstanding any variation permitted by Regulation
74.4.
74.4 A variation is permitted where:
(a) the law of a country or territory outside the Free Zone precludes the acceptance of an
offer in that jurisdiction in the form or the forms specified, or precludes it except after
compliance by the offeror with conditions with which it is unable to comply or which it
regards as unduly onerous; and
(b) the variation is such that the persons by whom the acceptance of an offer in that
form is precluded are able to accept an offer in a different form but of substantially
equivalent value.
74.5 The reference in Regulation 74.1 to Shares already held by the offeror includes a reference to
Shares which the offeror has an unconditional right to acquire under an unconditional option
to acquire. Where the terms of an offer make provision for their revision and for acceptances
on the previous terms to be treated as acceptances on the revised terms, the revision shall
not be regarded for the purposes of this Part 8 as the making of a fresh offer and references
in this Part 8 to the date of the offer shall accordingly be construed as references to the date
on which the original offer was made.
74.6 In this Part 8, the “offeror” means, subject to Regulation 80, the person making a takeover
offer, and is applicable to PLCs.

75. RIGHT OF OFFEROR TO BUY OUT MINORITY SHAREHOLDERS

75.1 If, in a case in which a takeover offer does not relate to Shares of different classes, the offeror
has, by virtue of acceptances of the offer, acquired or contracted to acquire not less than
90% in value of the Shares to which the offer relates, the offeror may, within one hundred and
twenty (120) days of the close of the takeover offer, give notice to the holder of any Shares to
which the offer relates which the offeror has not acquired or contracted to acquire that the
offeror desires to acquire those Shares.
75.2 If, in a case in which a takeover offer relates to Shares of different classes, the offeror has,
by virtue of acceptances of the offer, acquired or contracted to acquire not less than 90%
in value of the Shares of any class to which the offer relates, the offeror may, within one
hundred and twenty (120) days of the close of the takeover offer, give notice to the holder of
any Shares of that class which the offeror has not acquired or contracted to acquire that the
offeror desires to acquire those Shares.
75.3 No notice shall be given under Regulations 75.1 or 75.2 unless the offeror has acquired or
contracted to acquire the Shares necessary to satisfy the minimum specified therein before
the end of the period of four (4) months beginning with the date of the offer, and no such
notice shall be given after the end of the period of two (2) months beginning with the date on
which the offeror has acquired or contracted to acquire Shares which satisfy that minimum.

50 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 75.4 When the offeror gives the first notice in relation to an offer, the offeror shall send a copy
of it to the PLC together with a declaration by the offeror stating that the conditions for
the giving of the notice are satisfied. A person who makes such a declaration must have
reasonable grounds for believing it to be true. An offeror which fails to comply with this
requirement is liable to a fine.
75.5 The declaration shall be signed by a Director of the PLC. A Director who makes such a
declaration without having reasonable grounds for believing it to be true is liable to a fine.
75.6 In a proceeding against a person for an alleged failure to send a copy of a notice as required
by Regulation 75.4, it is a defence for such a person to prove that the person took reasonable
steps for securing compliance with that Regulation.
75.7 Where, during the period within which a takeover offer can be accepted, the offeror acquires
or contracts to acquire any of the Shares to which the offer relates but otherwise than by
virtue of acceptances of the offer, then if:
(a) the value of that for which they are acquired or contracted to be acquired (the
“Acquisition Value”) does not, at that time, exceed the value of that which is receivable
by an acceptor under the terms of the offer; or
(b) those terms are subsequently revised so that when the revision is announced, the
Acquisition Value, at the time mentioned in Regulation 75.7(a), no longer exceeds the
value of that which is receivable by an acceptor under those terms,
the offeror shall be treated for the purposes of this Regulation as having acquired or
contracted to acquire those Shares by virtue of acceptances of the offer; but in any other
case those Shares shall be treated as excluded from those to which the offer relates.

76. EFFECT OF NOTICE UNDER REGULATION 75

76.1 The following provisions shall, subject to Regulation 79, have effect where a notice is given
in respect of any Shares under Regulation 75.
76.2 The offeror shall be entitled and bound to acquire those Shares on the terms of the offer.
76.3 Where the terms of an offer are such as to give the holder of any Shares a choice of payment
for such holder’s Shares, the notice shall give particulars of the choice and state:
(a) that the holder of the Shares may, within six (6) weeks from the date of the notice,
indicate such holder’s choice by a written communication sent to the offeror at an
address specified in the notice; and
(b) which payment specified in the offer is to be taken as applying in default of such holder
indicating a choice as aforesaid, and the terms of the offer mentioned in Regulation
76.2 shall be determined accordingly.
76.4 Regulation 76.2 applies whether or not any time-limit or other conditions applicable to the
choice under the terms of the offer can still be met. If the payment chosen by the holder of
the Shares:
(a) is not cash and the offeror is no longer able to make that payment; or
(b) was to have been made by a third party who is no longer bound or able to make that
payment, the payment shall be taken to consist of an amount of cash payable by the
offeror which, at the date of the notice, is equivalent to the chosen payment.
76.5 At the end of six (6) weeks from the date of the notice, the offeror shall forthwith:

51 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) send a copy of the notice to the PLC; and
(b) make payment to the PLC on behalf of the holders for the Shares to which the notice
relates.
76.6 The copy of the notice sent to the PLC under Regulation 76.5(a) shall be accompanied by an
instrument of transfer executed on behalf of the Shareholder by a person appointed by the offeror.
On receipt of that instrument, the PLC shall register the offeror as the holder of those Shares.
76.7 Where the payment referred to in Regulation 76.5(b) is to be made in Securities to be issued
by the offeror, the reference in that Regulation to the making of payment shall be construed
as a reference to the issuance of such Securities to the PLC on behalf of the holders of the
Shares to which the notice relates.
76.8 Any sum or other payment received by a PLC under Regulation 76.5(b) shall not be the
property of the PLC but shall be held by the PLC on behalf of the person entitled to the
Shares in respect of which the sum or other payment was received.
76.9 Any sum received, including any dividend or other sum accruing from any other payment, by
a PLC under Regulation 76.5(b) shall be paid into a separate bank account, being an account
the balance of which bears interest at an appropriate rate and can be withdrawn by such
notice, if any, as is appropriate.

77. RIGHT OF MINORITY SHAREHOLDER TO BE BOUGHT OUT BY OFFEROR

77.1 If, in a case in which a takeover offer does not relate to Shares of different classes, at any
time before the end of the period within which the offer can be accepted:
(a) the offeror has, by virtue of acceptances of the offer, acquired or contracted to acquire
some (but not all) of the Shares to which the offer relates; and
(b) those Shares, with or without any other Shares in the PLC which the offeror has acquired
or contracted to acquire, amount to not less than nine-tenths (9 /10) in value of all the
Shares in the PLC, the holder of any Shares to which the offer relates who has not
accepted the offer may, by a written communication addressed to the offeror, require
the offeror to acquire those Shares.
77.2 If, a takeover offer relates to Shares of any class other than that referred to in Regulation 77.1
and, at any time before the end of the period within which the offer can be accepted:
(a) the offeror has, by virtue of acceptances of the offer, acquired or contracted to acquire
some (but not all) of the Shares of any class to which the offer relates; and
(b) those Shares, with or without any other Shares of that class which the offeror has
acquired or contracted to acquire, amount to not less than nine-tenths (9 /10) in value of
all the Shares of that class, the holder of any Shares of that class who has not accepted
the offer may, by a written communication addressed to the offeror, require the offeror
to acquire those Shares.
77.3 Within one (1) month of the time specified in Regulations 77.1 or 77.2, the offeror shall give
any Shareholder or holder of Shares of that class who has not accepted the offer a notice of
the rights setting out:
(a) the rights that are exercisable by that Shareholder or holder of Shares of that class
under that Regulation, as is relevant; and
(b) the period within which the rights are exercisable, and, if the notice is given before the
end of the period within which the offer can be accepted, it shall state that the offer is
still open for acceptance.

52 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 77.4 A notice under Regulation 77.3 may specify a period for the exercise of the rights conferred
by this Regulation, and in that event, the rights shall not be exercisable after the end of that
period. No such period shall end less than three (3) months after the end of the period within
which the offer can be accepted.
77.5 Regulation 77.3 does not apply if the offeror has given the Shareholder notice in respect of
the Shares in question under Regulation 75.
77.6 An offeror who fails to comply with the requirements in Regulations 77.3 or 77.4 is liable to a
fine.
77.7 In a proceeding against an offeror other than a PLC for an alleged failure to comply with the
requirements of this Regulation 77, it is a defence for such an offeror to prove that the offeror
took all reasonable steps for securing compliance with this Regulation.

78. EFFECT OF REQUIREMENT UNDER REGULATION 77

78.1 The following provisions shall, subject to Regulation 79, have effect where a Shareholder
exercises the Shareholder’s rights in respect of any Shares under this Regulation.
78.2 The offeror shall be entitled and bound to acquire those Shares on the terms of the offer or
on such other terms as may be agreed.
78.3 Where the terms of an offer are such as to give the holder of any Shares a choice of payment
for the holder’s Shares, the holder of the Shares may indicate the holder’s choice when
requiring the offeror to acquire them, in accordance with the terms specified in Regulation
75.3.
78.4 Regulation 78.3 applies whether or not any time limit or other conditions applicable to the
choice under the terms of the offer can still be met. If the payment chosen by the holder of
the Shares:
(a) is not cash and the offeror is no longer able to make that payment; or
(b) was to have been made by a third party who is no longer bound or able to make that
payment,
the payment shall be taken to consist of an amount of cash payable by the offeror which, at
the date when the holder of the Shares required the offeror to acquire them, is equivalent to
the chosen payment.

79. APPLICATIONS TO THE COURT

79.1 Where a notice is given under Regulation 75 to the holder of any Shares, the Court may, on
an application made by the holder within six (6) weeks from the date on which the notice
was given:
(a) order that the offeror shall not be entitled and bound to acquire the Shares; or
(b) specify the terms of acquisition different from those of the offer.
79.2 If an application to the Court under Regulation 79.1 is pending at the end of the period
mentioned in Regulation 76.5, then, unless otherwise ordered by the Court, that Regulation
shall not have effect until the application has been disposed of.
79.3 Where the holder of any Shares exercises the holder’s rights under Regulation 77, the Court
may, on an application made by such holder or the offeror, order that the terms on which the
offeror is entitled and bound to acquire the Shares shall be such as the Court thinks fit.

53 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 79.4 On an application made under Regulations 79.1 or 79.3, the Court may not require
consideration which is:
(a) a higher value than that specified in the notice containing the terms of the offer (“offer
value”) to be paid for the Shares to which the application relates, unless the holder of
the Shares shows that the offer value would be unfair; or
(b) a lower value than the offer value in the notice to paid for the Shares.
79.5 No order for costs or expenses shall be made against a Shareholder making an application
under Regulations 79.1 or 79.3 unless the Court considers:
(a) that the application was unnecessary, improper or vexatious; or
(b) there has been unreasonable conduct on such Shareholder’s part in conducting the
proceedings on the application.
79.6 Where a takeover offer has not been accepted to the extent necessary for entitling the
offeror to give notices under Regulations 75.1 or 75.2 the Court may, on the application of
the offeror, make an order authorising the offeror to give notices under that Regulation if
satisfied:
(a) that the offeror has, after reasonable enquiry, been unable to trace one (1) or more of
the persons holding Shares to which the offer relates;
(b) that the Shares which the offeror has acquired or contracted to acquire by virtue
of acceptances of the offer, together with the Shares held by the person or persons
mentioned in Regulation 79.6(a), amount to not less than the minimum specified in
Regulations 75.1 or 75.2; and
(c) that the terms offered are fair and reasonable, but the Court shall not make an order
under this Regulation unless it considers that it is just and equitable to do so having
regard, in particular, to the number of Shareholders who have been traced but who
have not accepted the offer.

80. JOINT OFFERS

80.1 A takeover offer may be made by two (2) or more persons jointly, and in that event, this Part
8 has effect with the following modifications.
80.2 The conditions for the exercise of the rights conferred by Regulations 75 and 77 shall be
satisfied by the joint offerors acquiring or contracting to acquire the necessary Shares jointly
(as respects acquisitions by virtue of acceptances of the offer) and either jointly or separately
(in other cases); and, subject to the following provisions, the rights and obligations of the
offeror under those Regulations 76 and 78 shall be respectively joint rights and joint and
several obligations of the joint offerors.
80.3 It shall be sufficient compliance with any provision of Regulations 83 and 85 requiring or
authorising a notice or other document to be given or sent by or to the joint offerors that it
is given or sent by or to any of them, except that the declaration required by Regulation 75.4
shall be made by all of them and signed by a Director of that PLC.
80.4 In Regulations 74, 76.7 and 81, references to the offeror shall be construed as references to the
joint offerors or any of them.
80.5 In Regulation 76.6, references to the offeror shall be construed as references to the joint
offerors or such of them as they may determine.

54 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 80.6 In Regulations 76.6 and 86.4(a), references to the offeror being no longer able to make the
relevant payment shall be construed as references to none of the joint offerors being able to
do so.
80.7 In Regulation 79, references to the offeror shall be construed as references to the joint offerors,
except that any application under Regulations 79.3 or 79.6 may be made by any of them.
The reference in Regulation 79.6(a) to the offeror having been unable to trace one (1) or more
of the persons holding Shares shall be construed as a reference to none of the joint offerors
having been able to do so.

81. ASSOCIATES

81.1 The requirements in Regulation 74.1 that a takeover offer shall extend to all the Shares, or all
the Shares of any class or classes, in a PLC shall be regarded as satisfied notwithstanding
that the offer does not extend to Shares which associates of the offeror hold or have
contracted to acquire. Subject to Regulation 74.2, Shares which any such associate holds
or has contracted to acquire, whether at the time when the offer is made or subsequently,
shall be disregarded for the purposes of any reference in this Part 8 to the Shares to which a
takeover offer relates.
81.2 Where, during the period within which a takeover offer can be accepted, any associate of the
offeror acquires or contracts to acquire any of the Shares to which the offer relates, then, if
the condition specified in Regulations 75.7(a) or 75.7(b) is satisfied in respect of those Shares,
such Shares shall be treated for the purpose of that Regulation as Shares to which the offer
relates.
81.3 In Regulations 77.1(b) and 77.2(b), the reference to Shares which the offeror has acquired or
contracted to acquire shall include a reference to Shares which any associate of the offeror
has acquired or contracted to acquire.
81.4 In this Regulation, “associate”, in relation to an offeror, means one (1) or more of the following:
(a) a nominee of the offer; or
(b) a Holding Company, Subsidiary or fellow Subsidiary of the offeror or a nominee of such
a Holding Company, Subsidiary or fellow Subsidiary; or
(c) a company in which the offeror is substantially interested.
81.5 For the purposes of Regulation 81.4(b), a PLC is a fellow Subsidiary of another company if
both are Subsidiaries of the same company but neither is a Subsidiary of the other.
81.6 For the purposes of Regulation 81.4(c), an offeror has a substantial interest in a company if:
(a) that company or its Directors are accustomed to act in accordance with the offeror’s
directions or instructions; or
(b) the offeror is entitled to exercise or control the exercise of one-third (1 /3) or more of the
voting power at General Meetings of that company; or
(c) the offeror owns or controls directly or indirectly more than twenty per cent (20%) of
the share capital of that company.
81.7 Where the offeror is an individual, the offeror’s associates shall also include the offeror’s
spouse and any child, step-child, or grandchild of the offeror.

55 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

PART 9 – MERGERS

82. APPLICATION AND INTERPRETATION

82.1 This Part 9 applies to all the persons who are parties to a merger where at least one Merging
Company is:
(a) a PLC; or
(b) an FZCO, provided that each such FZCO has express authority to enter into the merger
in accordance with this Part 9:
(a) under its memorandum and articles of association; or
(b) by Special Resolution.
82.2 If a Foreign Company is a party to a merger referred to in Regulation 82.1:
(a) the merger shall not be concluded unless the requirements in Regulation 91 are satisfied;
and
(b) the Foreign Company shall comply with the other provisions in this Part so far as
reasonably practicable and required to give effect to the merger, while also taking into
consideration any applicable requirements in its home jurisdiction.
82.3 In this Part 9, a reference to a:
(a) “Merging Company” means a Company or Foreign Company which is a party to a
merger to which this Part applies;
(b) “Merged Company” means the body resulting from a merger, which can be either:
(a) a “New Company” incorporated under these Regulations or the companies
legislation in another jurisdiction; or
(b) a “Survivor Company” incorporated under these Regulations or the companies
legislation in another jurisdiction;
(c) “Merger Agreement” means an agreement referred to in Regulation 83; and
(d) “Group Merger” means a merger of:
(a) a Holding Company and one (1) or more wholly owned Subsidiaries of that Holding
Company; or
(b) two (2) or more wholly owned Subsidiaries of a Holding Company.
82.4 Nothing in Part 8 is to be construed as preventing the acquisition or takeover of one (1)
Merging Company by another by way of a merger under this Part 9.
82.5 This Part 9 does not apply to a Company if such Company is being wound up pursuant to
the provisions of the applicable insolvency law.
82.6 For the purposes of this Part 9, the Registrar may prescribe:
(a) pre-registration steps applicable to mergers under this Part; and
(b) any other procedure or matter that is required to assist or facilitate a merger to which
this Part applies.

56 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 83. MERGER AGREEMENT

83.1 For the purposes of a merger, each Merging Company shall enter into a Merger Agreement
with each other which shall state the terms and means of effecting the merger including:
(a) the details of the proposed Merged Company, including:
(a) whether it is to be a Survivor Company or a New Company;
(b) whether it is to be a Company or a Foreign Company; and
(c) the names and addresses of the persons who are proposed to:
(A) be its Directors; or
(B) manage it, if it is a Foreign Company that does not have Directors;
(b) the details of any arrangements necessary to complete the merger and to provide for
the management of the Merged Company;
(c) the details of any payment, other than those specified in Regulation 83.2, proposed to
be made to a shareholder, member or Director of a Merging Company; and
(d) in the case of transfer of any Securities of a Merging Company, the information specified
in Regulation 83.2.
83.2 The information referred to in Regulation 83.1(d) is:
(a) if the Securities of the Merging Company are to be converted into Securities of the
Merged Company, the manner in which that conversion is to be made; or
(b) otherwise, what the holders of the Securities are to receive instead, and the manner in
which and the time at which they are to receive it.
83.3 If the Merged Company is to be a New Company, the Merger Agreement shall also set out:
(a) the proposed memorandum and articles of association of the New Company; and
(b) a draft of any other document or information that would be required to be delivered to
the Registrar if that New Company were to be incorporated under these Regulations
(other than by merger).
83.4 If the Merged Company is to be a Survivor Company, the Merger Agreement shall also state if:
(a) any amendments to the memorandum and articles of association of the Survivor
Company are proposed, the details of those amendments; and
(b) any person is to become, or cease to be, a Director of the Survivor Company upon
merger, the name and address of each such person.
83.5 If shares of a Merging Company are held by or on behalf of another Merging Company and
the Merged Company is to be a New Company or a Survivor Company:
(a) the Merger Agreement shall provide for the cancellation of such shares, without any
repayment of capital, when the merger is completed; and
(b) no provision may be made in the Merger Agreement for the conversion of such shares
into Securities of the New Company.
83.6 A Merger Agreement may provide that, at any time before the completion of the merger,
the agreement may be terminated by any one (1) or more of the Merging Companies,
notwithstanding that it has been approved by the shareholders or members of all or any of
those Merging Companies.

57 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 83.7 If a Merger Agreement is terminated pursuant to the terms of the agreement referred to in
Regulation 83.6, nothing in this Part requires or authorises any further steps to be taken to
complete the merger.
83.8 The requirement for a Merger Agreement in this Regulation 83 shall not apply in respect of
a Group Merger pursuant to Regulation 86.

84. RESOLUTIONS AND CERTIFICATES

84.1 Before notice is given of a meeting of a Merging Company to approve a Merger Agreement
under Regulation 85, the Directors of that Company shall pass a Director’s resolution that,
in the opinion of the Directors voting for the resolution, the merger is in the best interests
of the Company. Such a resolution shall contain either a solvency statement referred to in
Regulation 84.2 or a statement referred to in Regulation 84.4.
84.2 If the Directors voting for the resolution under Regulation 84.1 are satisfied on reasonable
grounds that they can properly make a solvency statement in respect of the Merging
Company, the resolution shall include a statement that they are so satisfied.
84.3 For the purposes of Regulation 84.2, a solvency statement is a statement that, having made
full inquiry into the affairs of the Merging Company, the person making the statement
reasonably believes that the Company is, and will remain until the merger is completed, able
to discharge its liabilities as they fall due.
84.4 If Regulation 84.2 does not apply, the resolution shall, instead, contain a statement that
the Directors voting for it are satisfied on reasonable grounds that there is a reasonable
prospect of obtaining the permission of the Court under Regulation 88.
84.5 After the Directors’ resolution under Regulation 84.1 is passed, but before notice is given as
mentioned in that Regulation, each Director who voted in favour of it shall sign a certificate
setting out the grounds for the solvency statement under Regulation 84.2 or the statement
under Regulation 84.4, as is relevant.
84.6 Before notice is given under Regulation 84.1, each person falling within Regulation 84.7 shall
sign a certificate stating:
(a) that, in the person’s opinion, the Merged Company will be able to continue to carry on
business and discharge its liabilities as they fall due for a period of twelve (12) months
after the signing of the certificate or the date on which the merger is completed,
whichever is the later; and
(b) the grounds for that opinion, having particular regard to:
(a) the prospects of the Merged Company;
(b) the proposals in any Merger Agreement with respect to the management of the
Merged Company’s business, or any proposals in the Special Resolutions proposed
to be passed under Regulation 85.1 with respect to that matter; and
(c) the amount and character of the financial resources that will, in the view of the
person signing, be available to the Merged Company.
84.7 The persons referred to in Regulation 84.6 are:
(a) the persons proposed in any Merger Agreement, or in a Special Resolution in the case
of a Group Merger:

58 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) to be Directors of the Merged Company; or
(b) to manage the Merged Company, if it is to be a body corporate that does not have
Directors; and
(b) if none of the Directors of the Merging Companies is a person referred to in Regulation
84.7(a), each person who signs a certificate under Regulation 84.5.

85. APPROVAL OF THE MERGER AGREEMENT

85.1 Each Merging Company shall submit the Merger Agreement for approval by a Special
Resolution of that Company and, where there is more than one class of Shareholders, for
approval by a Special Resolution of a separate meeting of each class.
85.2 Notice of each meeting:
(a) shall be accompanied by:
(a) a copy or summary of any Merger Agreement;
(b) copies of the proposed articles of association or other constitutional documents for
the Merged Company, or a summary of the principal provisions of those documents;
(c) if a summary is supplied under Regulations 85.2(a)(a) or 85.2(a)(b), information as to
how a copy of the document summarised may be inspected by the Shareholders of
the Company;
(d) a copy of the certificates signed under Regulations 84.5 and 84.6 in respect of that
Company;
(e) a statement of the material interests in the merger of the Directors of each Merging
Company, and of the persons managing any Merging Company that does not have
Directors; and
(f) such further information as a Shareholder would reasonably require to make an
informed decision with regard to the merger; and
(b) shall contain sufficient information to alert Shareholders to their right to apply to the
Court under Regulation 87.
85.3 A merger is approved under this Regulation when all the Special Resolutions referred to in
Regulation 85.1 have been passed in respect of all the Merging Companies.
85.4 A merger, other than a Group Merger, may not be completed unless it is approved under this
Regulation 85 and a period of twenty eight (28) days has elapsed to allow a Shareholder to
exercise its rights under Regulation 87.1.

86. SIMPLIFIED APPROVAL OF A GROUP MERGER

86.1 A Group Merger may be approved by a Special Resolution of each Merging Company under
this Regulation if such a merger is either a:
(a) Holding Company merger; or
(b) an inter-Subsidiary merger.
86.2 For the purposes of this Regulation:

59 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) a “Holding Company Merger” is a merger in which:
(a) the Merging Companies are:
(A) a Holding Company; and
(B) one (1) or more wholly owned Subsidiaries of that Holding Company; and
(b) the Merged Company is the Holding Company, continuing as a Survivor Company;
and
(b) an “inter-Subsidiary merger” is a merger in which:
(a) the Merging Companies are wholly owned Subsidiaries of the same Holding
Company; and
(b) the Merged Company is one of the Merging Companies continuing as a Survivor
Company.
86.3 In the case of a Holding Company merger:
(a) each Special Resolution of a Merging Company which is a Subsidiary shall provide that
its Shares are to be cancelled without any repayment of capital; and
(b) the Special Resolution of the Holding Company shall:
(a) provide that the capital accounts of each Subsidiary that is merging are to be
added to the capital accounts of the Holding Company;
(b) provide that no securities are to be issued and no assets distributed by the Holding
Company in connection with the merger;
(c) specify any changes to the Holding Company’s articles of association that are to
take effect on the merger; and
(d) state the names and addresses of the persons who are proposed to be the Directors
after the merger.
86.4 In the case of an inter-Subsidiary merger:
(a) each Special Resolution of a Merging Company, other than the Survivor Company, shall
provide that:
(a) its Shares are to be cancelled without any repayment of capital; and
(b) its capital accounts are to be added to the capital accounts of the Survivor
Company;
(b) the Special Resolution of the Survivor Company shall:
(a) provide that the capital accounts of each other Merging Company are to be added
to the capital accounts of the Survivor Company;
(b) specify any changes to the articles of association of the Survivor Company that
are to take effect on the merger; and
(c) state the names and addresses of the persons who are proposed to be the Directors
of the Survivor Company after the merger.
86.5 A Group Merger is approved under this Regulation when all of the Merging Companies have
passed the Special Resolutions required under this Regulation.

60 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 86.6 A Group Merger may not be completed unless it is approved under this Regulation.
86.7 Where a Group Merger is approved under this Regulation, the requirements in Regulations 83
and 84 do not apply to such a merger.

87. OBJECTION BY SHAREHOLDERS

87.1 A Shareholder of a Merging Company may apply to the Court for an order under Regulation
85.2 on the ground that the merger would unfairly prejudice the interests of the Shareholder.
87.2 An application may not be made:
(a) more than twenty eight (28) days after the merger is approved under Regulation 85.3,
or
(b) by a Shareholder who voted in favour of the merger.

88. NOTICE TO CREDITORS

88.1 No later than twenty eight (28) days after a merger is approved under Regulation 85.3, each
Merging Company shall send written notice to each of its Creditors who, after its Directors
have made reasonable enquiries, is known to the Directors to have a claim against the
company exceeding twenty thousand dirhams (AED 20,000).
88.2 The notice shall state:
(a) that the Company intends to merge, in accordance with this Part, with one (1) or more
Merging Companies specified in the notice; and
(b) that an accurate summary of the material terms of the merger agreement and the
Company’s Special Resolution is available to Creditors from the Company, free of
charge, on request.
88.3 If Regulation 89 applies to the merger, the notice shall, in addition:
(a) state that a Merging Company has applied or will apply for the permission of the Court
under that Regulation;
(b) state that any Creditor of any of the Merging Companies may request the Company
making the application to send a copy of the application to the Creditor; and
(c) set out information as to:
(a) a means by which a Creditor may contact the Company making the application, or
a person representing it in that application; and
(b) the effect of Regulation 88.4 including the date of the application if known at the
time of the notice.
88.4 If Regulation 89 does not apply to the merger, the notice shall state (in addition to the
matters in Regulation 88.3) that any Creditor of the Company may:
(a) object to the merger, within twenty eight (28) days of the date of the publication of the
notice, under Regulation 90.2(a); or
(b) require the Company to notify the Creditor if any other Creditor of the Company applies
to the Court under Regulation 90.2(b).
88.5 The Company shall, within the time set out in Regulation 88.6, publish the contents of the
notice in a Prescribed Publication or in any other manner approved by the Registrar.

61 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 88.6 The notice under Regulation 88.5 shall be published:
(a) no later than twenty eight (28) days after the merger is approved under Regulation 85;
or
(b) as soon as practicable after the Company sends the last of the notices under Regulation
88.1,
whichever occurs earlier.

89. COMPANY TO APPLY TO COURT IF SOLVENCY STATEMENT NOT MADE

89.1 This Regulation applies to a merger if a certificate signed by a Director of any of the Merging
Companies does not contain the statement referred to in Regulation 84.3.
89.2 The merger may not be completed unless the Court has permitted the merger on the ground
that the merger would not be unfairly prejudicial to the interests of any Creditor of any of the
Merging Companies.
89.3 A Merging Company to which a certificate mentioned in Regulation 89.1 relates, or all
such Companies jointly if there are more than one, shall as soon as is practicable after the
proposed merger is approved under Regulation 85:
(a) apply to the Court for permission for the merger; and
(b) send a copy of that application:
(a) to any Creditor known to the Directors, following reasonable enquiries to have a
claim against any of the Merging Companies exceeding the amount specified in
Regulation 88.1;
(b) to any other Creditor of any of the Merging Companies who request a copy from
that Company; and
(c) the Registrar.
89.4 The Court shall not hear the application for at least twenty eight (28) days after the
application is made to the Court.

90. OBJECTION BY CREDITOR IF A SOLVENCY STATEMENT IS MADE

90.1 This Regulation applies to a merger where a certificate signed by a Director of any of the
Merging Companies under Regulation 84.5 contained a solvency statement.
90.2 A Creditor of a Merging Company who objects to the merger:
(a) may, within twenty eight (28) days of the date of the publication of the notice under
Regulation 88.5, give notice of the Creditor’s objection to the Merging Company; and
(b) may, within twenty eight (28) days of the date of the notice of objection, if the Creditor’s
claim against the Merging Company has not been discharged, apply to the Court for
an order restraining the merger or modifying the Merger Agreement.
90.3 If a Creditor makes an application under Regulation 90.2(b), the Merging Company shall,
within a reasonable time after receiving a copy of the application, send a copy of it to each
other Creditor:
(a) to whom a notice was sent under Regulation 88.1;
(b) who has required notification under Regulation 88.3(b);

62 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (c) who has given notice of objection under Regulation 90.2(a); or
(d) to whom the Court orders that a copy should be sent.
90.4 If, on an application under Regulation 90.2(b), the Court is satisfied that the merger would
unfairly prejudice the interests of the applicant, or of any other Creditor of the Merging
Company, the Court may make such order as it thinks fit in relation to the merger, including,
but not limited to, an order:
(a) restraining the merger; or
(b) modifying the Merger Agreement (if any) or Special Resolution in such manner as may
be specified in the order.
90.5 Regulation 90.6 applies if a Court is considering making an order under Regulation 90.4(b)
to modify a Merger Agreement or Special Resolution that does not contain a provision in
accordance with Regulation 83.6 allowing each of the Merging Companies to terminate the
merger following the modification.
90.6 The Court shall not make the order unless:
(a) the order also inserts such a provision in the Merger Agreement or Special Resolution;
and
(b) the Court is satisfied that each Merging Company will have an adequate opportunity
to reconsider whether to proceed with or withdraw from the merger following the
modification.

91. CONSENT OF REGISTRAR REQUIRED FOR MERGERS INVOLVING FOREIGN COMPANIES

91.1 If any one (1) or more of the Merging Companies that are parties to a merger referred to in
Regulations 82.1(a) or 82.1(b) is a Foreign Company:
(a) all the Merging Companies shall apply jointly, in the published form and manner (if
any), to the Registrar for consent to the merger; and
(b) the merger may not be completed unless the Registrar gives consent and any conditions
attached to the consent are complied with.
91.2 The application for consent shall not be made until after the date of the publication of a
notice under Regulation 88.5.
91.3 The application shall be accompanied by:
(a) a copy of the Merger Agreement and the Special Resolutions passed under Regulation
85.1;
(b) a copy in respect of each Merging Company, of:
(a) the Director’s Resolution passed under Regulation 84.1, together with, if that
information is not contained in the resolution, a list identifying the Directors who
voted in favour of that resolution; and
(b) the certificates signed under Regulations 84.5 and 84.6;
(c) a copy, in respect of each Merging Company, of the notice to Creditors under Regulation
88.5, with the date of its publication under Regulation 88.5; and
(d) information, as at the time of the application under this Regulation, as to:

63 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) any application made by a Shareholder of a Merging Company to the Court under
Regulation 87; or
(b) if no such application has been made to the Court, the date on which the time for
doing so has elapsed or will elapse.
91.4 If the solvency statement under Regulation 84.2 has been made:
(a) the application under this Regulation 91 shall, in addition, be accompanied by
information, as at the time of that application, as to the application made, or to be
made, to the Court under Regulation 89; and
(b) the applicants shall:
(a) keep the Registrar informed of the progress of the application under that Regulation;
and
(b) provide, when available, a copy of the Court order permitting the merger.
91.5 If the solvency statement under Regulation 84.2 has not been made, the application shall, in
addition, be accompanied by:
(a) information, as at the time of the application under this Regulation, as to:
(a) any notice of objection given by a Creditor under Regulation 90.2; or
(b) if no such notice has been given, the date on which the time for doing so has
elapsed or will elapse; and
(b) evidence satisfactory to the Registrar that the merger would not be unfairly prejudicial
to the interests of any Creditor of any Merging Company.
91.6 If the Merged Company is to be a New Company, the application shall, in addition, be
accompanied by:
(a) the consent of the proposed Directors to act as such; and
(b) a copy of its proposed memorandum and articles of association.
91.7 If the Merged Company is to be a Survivor Company, the application shall be accompanied
by:
(a) the consent of any proposed new Directors to act as such; and
(b) if there are any amendments proposed to the memorandum and articles of association,
those amendments, and if there are no such proposed amendments, a statement to
that effect.
91.8 With regard to each Merging Company which is a Foreign Company, the application shall, in
addition, be accompanied by evidence satisfactory to the Registrar, in respect of each such
Foreign Company, that:
(a) the laws of the jurisdiction in which the Foreign Company is incorporated do not prohibit
either or both of:
(a) the proposed merger; or
(b) if the Merged Company is to be a New Company incorporated in that jurisdiction,
the incorporation of that company as the result of that merger;
(b) if those laws or the constitution of the Foreign Company require that an authorisation
be given for the application under this Regulation 91 or for the merger, the authorisation
has been given; and

64 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (c) if the Foreign Company is not to be a Survivor Company, the Foreign Company will, in
due course, after the completion of the merger, cease to be a company incorporated
under the law of the jurisdiction in which it is presently incorporated.
91.9 If the New Company is to be a Foreign Company, the application shall, in addition, be
accompanied by evidence satisfactory to the Registrar that the laws of the jurisdiction in
which the New Company is to be incorporated provide that upon the merger:
(a) the property and rights to which the Merging Companies were entitled immediately
before the merger will become the property and rights of the New Company;
(b) the New Company will become subject to any criminal and civil liabilities, and any
contracts, debts and other obligations, to which the Merging Companies were subject
immediately before the merger; and
(c) any actions and other legal proceedings that, immediately before the merger, were
pending by or against any of the Merging Companies may be continued by or against
the New Company.
91.10 Regulations 91.11 and 91.12 apply unless, at the time of the application under this Regulation:
(a) there has been no objection by a Shareholder or by a Creditor of any of the Merging
Companies to the merger; and
(b) the time for making any objection has elapsed.
91.11 The applicants shall:
(a) notify the Registrar of any objection of which they become aware after the application;
(b) notify the Registrar of the result once any objection, whenever made, has been disposed
of; and
(c) provide to the Registrar any further information or document reasonably required by
the Registrar in connection with any such objection.
91.12 Until the applicants have complied with Regulation 91.10, the Registrar:
(a) shall not make any decision on the application other than to refuse consent on grounds
unconnected to an objection; and
(b) may, in respect of the application, take any other action short of making a decision, or
take no further action.
91.13 In Regulations 91.10, 91.11 and 91.12, “objection” means:
(a) the making by a Shareholder of an application to the Court under Regulation 86 in
respect of any Merging Company; and
(b) the giving of notice of objection under Regulation 90.2 by a Creditor of any Merging
Company.

92. EFFECT OF COMPLETION OF MERGER

92.1 On the completion date of a merger:

(a) the Merging Companies are merged and continue as one (1) Merged Company as
provided in any Merger Agreement or the Special Resolution; and
(b) any Merging Company which is not a Survivor Company ceases to be incorporated as
a separate Company.

65 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 92.2 When a merger is completed in which the Merged Company is a New Company:
(a) the New Company becomes entitled to all the property and rights to which each
Merging Company was entitled immediately before the merger was completed;
(b) the New Company becomes subject to all criminal and civil liabilities, and all contracts,
debts and other obligations, to which each of the Merging Company was subject
immediately before the merger was completed; and
(c) any legal or other proceedings which, immediately before the merger, were commenced
by or against any of the Merging Company may be continued by or against the New
Company.
92.3 Entries made on the Company Register are conclusive evidence of the following matters to
which they refer:
(a) that, on the completion date specified in the entry, the Merging Companies merged
and are continued as the Merged Company; and
(b) that the requirements of these Regulations in respect of the merger of the Merging
Companies, including the matters precedent and incidental to the merger, have been
fully complied with.
92.4 The operation of this Regulation 92 shall not be regarded:
(a) as a breach of contract or confidence or otherwise as a civil wrong;
(b) as a breach of any contractual provision prohibiting, restricting or regulating the
assignment or transfer of rights or liabilities; or
(c) as giving rise to any remedy by a party to a contract or other instrument, as an event
of default under any contract or other instrument or as causing or permitting the
termination of any contract or other instrument, or of any obligation or relationship.

93. CONTRAVENTIONS RELATING TO MERGER

93.1 A person who, in or in connection with an application under this Part 9, knowingly or recklessly
provides to the Registrar:
(a) any information which is false, misleading or deceptive in a material particular; or
(b) any document containing any such information,
is liable to a fine.
93.2 A person who signs a certificate under Regulations 84.5 and 84.6 or as prescribed pursuant
to Regulation 82.6 without having reasonable grounds for the opinion expressed in the
certificate or for the statement made in the certificate is liable to a fine.

PART 10 – COMPROMISES AND ARRANGEMENTS

94. POWER OF COMPANY TO COMPROMISE WITH CREDITORS AND SHAREHOLDERS

94.1 This Regulation 94 applies where a compromise or arrangement is proposed between a

Company and:
(a) its Creditors or a class of Creditors; or
(b) its Shareholders, or a class of Shareholders.

66 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 94.2 The Court may, on the application of:
(a) the Company;
(b) a Creditor or Shareholder of the Company; or
(c) in the case of a Company being wound up, its liquidator,
order a meeting of the Creditors or class of Creditors, or of the Shareholders or class of
Shareholders, of the Company (as the case may be), in a manner as the Court directs.
94.3 The Court may only sanction a compromise or arrangement if a majority in number
representing:
(a) seventy five percent (75%) or more in value of the Creditors or class of Creditors; or
(b) seventy five percent (75%) or more of the voting rights of the Shareholders or class of
Shareholders,
as the case may be, present and voting either in person or by proxy at the meeting, agree to
the compromise or arrangement.
94.4 Where the Court has sanctioned a compromise or arrangement under Regulation 94.3, such
a compromise or arrangement shall be binding on:
(a) all the Creditors or the class of Creditors; or
(b) all the Shareholders or class of Shareholders, as the case may be; and also
on the Company or, in the case of a Company in the course of being wound up, on the
liquidator and contributories of that Company.
94.5 The Company, or the person on whose application the Court issued the order under Regulation
94.3, shall deliver a duly certified copy of that order by the Court to the Registrar as soon as
practicable, and in any case, no later than within seven (7) days of the date of the order.
94.6 The Court order referred to in Regulation 94.3 has no effect, until a duly certified copy of that
order has been delivered to the Registrar.
94.7 The Registrar shall, as soon as practicable after receipt of a copy of the court order referred
to in Regulation 94.5, include that order in the Company’s memorandum and articles of
association.
94.8 If the person referred to in Regulation 94.5 fails to comply with the requirement in that
Regulation, that person is liable to a fine.

95. INFORMATION RELATING TO COMPROMISE TO BE CIRCULATED

95.1 This Regulation 95 applies where a meeting of Creditors or a class of Creditors, or of

Shareholders or a class of Shareholders, is called under Regulation 94.
95.2 The notice calling for the meeting of Creditors or Shareholders shall include a statement
containing the following particulars:
(a) an explanation of the effect of the compromise or arrangement;
(b) any material interests of Directors in the compromise or arrangement, including the
Director’s interest as an Officer, Creditor or Shareholder of the Company;
(c) if there any debentures issued by the Company, how the arrangement or compromise
would affect the rights of the debenture holders; and

67 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (d) any other matter which has a material impact on the Company, its Creditors and Shareholders,
and debenture holders, if any, resulting from the compromise or arrangement.
95.3 If the notice calling the meeting is given by advertisement, the advertisement shall include
either the statement referred to in Regulation 95.2, or a notification of the place at which,
and the manner in which the Creditors or Shareholders entitled to attend the meeting may
obtain copies of that statement.
95.4 Where a notice given by advertisement includes a notification that copies of the statement
referred to in Regulation 95.2 can be obtained by Creditors or Shareholders entitled to attend
the meeting, the Company shall provide to such a Creditor or Shareholder, upon application,
a copy of the statement free of charge.
95.5 If a Company fails to comply with a requirement of this Regulation 95, the Company and
every Officer of it who is in default is liable to a fine.

96. PROVISIONS FOR FACILITATING COMPANY RECONSTRUCTION OR AMALGAMATION

Where an application is made to the Court under Regulation 94 for the sanctioning of a compromise
or arrangement proposed between a Company and any persons mentioned in that Regulation,
the Court may make any orders as it considers appropriate to facilitate the compromise or
arrangement, including a reconstruction of the Company, or an amalgamation of the Company
with any other company.

PART 11 – DORMANCY

97. VOLUNTARY SUSPENSION OF LICENCE

97.1 Subject to compliance with any rules issued by the Registrar from time to time, a Company
may request, following approval by a Special Resolution, the Registrar to suspend its Licence
for a period of up to twelve (12) months or such other period approved by the Registrar.
97.2 With effect from the suspension of its Licence following a request made under Regulation
97.1, that Company must not trade or carry out any business activities until such time as the
Registrar has reactivated the Licence of that Company.

PART 12 – TRANSFER TO AND FROM THE FREE ZONE

98. CONTINUATION OF A FOREIGN COMPANY IN THE FREE ZONE AS A COMPANY

98.1 A Foreign Company may, subject to the laws of the jurisdiction in which it is incorporated,
apply in the prescribed form to the Registrar for the continuation of the Foreign Company
in the Free Zone as a Company. The application should include the following information
relating to the Foreign Company and/or the proposed Company, as the case may be:
(a) that the application relates to the continuation of the Foreign Company as a Company;
(b) the following details of each of the Shareholders of the Foreign Company:
(a) where the Shareholder is a natural person:
(A) the full name, nationality and address of the Shareholder; and
(B) if the Shareholder were to hold Shares in trust or as nominee for another person,
the full name, nationality and address of the beneficial owner of the Shares; or

68 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (b) where the Shareholder is a body corporate:
(A) the full name, place of incorporation and the registered office of the Shareholder;
and
(B) details of the ultimate beneficial owners of that Shareholder;
(c) the proposed name of the proposed Company;
(d) the existing activities of the Foreign Company and the proposed activities of the
proposed Company;
(e) the type and size of premises required for the proposed activities and the proposed
address of the proposed Company’s registered office;
(f) the amount of the share capital and shareholdings of the Shareholders in the
proposed Company;
(g) the nominal value of each Share of the proposed Company;
(h) in relation to the proposed Company, the full name (including any previous names),
nationality, address, business occupation (if any) and date of birth of each of the
proposed Directors, the Manager and the Secretary;
(i) if applicable, the following information relating to each proposed Secretary:
(a) where the Secretary is a natural person, the full name (including any previous
names), nationality, address, business occupation (if any) and date of birth of
the individual; or
(b) where the Secretary is a body corporate, the full name, place of incorporation,
the registered office and Officers (including the particulars in Regulation 50.4
for each such Officer); and
(j) any other document or information required by the Registrar.
98.2 An application made under Regulation 98.1 must be accompanied with:
(a) a Special Resolution of the Foreign Company resolving to transfer the Foreign Company
to the Free Zone and for it to continue as a Company;
(b) a letter of no objection from the regulatory body or registrar in the jurisdiction from
which the Foreign Company is transferring from;
(c) a certificate of good standing (or equivalent) issued by the regulatory body or registrar
in the jurisdiction from which the Foreign Company is transferring from;
(d) the memorandum and articles of association, or other equivalent constitutional
document, of the Foreign Company;
(e) a draft memorandum and articles of association which shall comply with the
requirements set out in Regulation 21, for the approval of the Registrar;
(f) where a Shareholder is a body corporate, a copy of the Shareholder’s current certificate
of incorporation or registration in its place of origin, or a document of similar effect,
certified by the relevant authority in the jurisdiction in which it is incorporated or
otherwise to the satisfaction of the Registrar;
(g) the audited financial statements of the Foreign Company for the last three (3) years (or
for the period since the incorporation of the Foreign Company, if incorporated less than
three (3) years’ ago);

69 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (h) the application fee; and
(i) such other documents specified by the Registrar.
98.3 On receipt of the application under Regulation 98.1 and accompanying information under
Regulation 98.2, DIEZA may offer premises to be leased on terms and conditions acceptable
to DIEZA. The premises offered must be reserved by the Shareholders pending the registration
of the Foreign Company as a Company.
98.4 Once a proposed Foreign Company’s application has been approved by the Registrar, within
sixty (60) days of such approval, the Company (previously the Foreign Company) must take
substantive steps to establish its operations in the Free Zone, subject to any applicable legal
exemptions as to physical presence in the Free Zone. Following the sixty (60) day period,
if the Company (previously the Foreign Company) has still not taken substantive steps to
establish its operations in the Free Zone, the application shall be cancelled.
98.5 On approval of the application and confirmation of the premises, the Registrar may issue in
relation to the Company (previously the Foreign Company):
(a) a Licence;
(b) a certificate of continuation; and
(c) a registered memorandum and articles of association.

99. CERTIFICATE OF CONTINUATION

99.1 A Foreign Company will be considered a Company from the date of issuance of a certificate
of continuation by the Registrar.
99.2 The date of incorporation of the Foreign Company will be the date of incorporation in the
jurisdiction in which it was first incorporated.
99.3 The certificate of continuation will be the certificate of incorporation of the Company.
99.4 All the property, rights, liabilities, debts and obligations of the Foreign Company will continue
with the Company from the date of the certificate of continuation.
99.5 The Company (previously the Foreign Company) will remain a party in any legal proceedings
commenced in any jurisdiction to which it was a party before the issuance of the certificate
of continuation.

100. TRANSFER OF COMPANY TO ANOTHER JURISDICTION

100.1 A Company may apply in the prescribed form to the Registrar for the continuation of the
Company in a jurisdiction outside the Free Zone as a Foreign Company. The application
should include the following information relating to the Company:
(a) that the application relates to the continuation of the Company as a Foreign Company;
(b) that all outstanding liabilities and debts to DIEZA have been discharged; and
(c) any other document or information required by the Registrar.
100.2 An application made under Regulation 100.1 must be accompanied with:
(a) a Special Resolution of the Company resolving to transfer the Company to a jurisdiction
outside the Free Zone and for it to continue as a Foreign Company;

70 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (b) an indemnity letter addressed to the Registrar in the prescribed form (in case of any
costs, expenses, liabilities caused by the Foreign Company (previously Company) after
transfer to a jurisdiction outside the Free Zone);
(c) auditor’s confirmation that the Company is solvent;
(d) the application fee; and
(e) such other documents specified by the Registrar.
100.3 Once a proposed Company’s application has been approved by the Registrar, within sixty
(60) days of such approval, the Foreign Company (previously the Company) must take
substantive steps to cease its operations in the Free Zone. Following the aforementioned
sixty (60) day period, if the Foreign Company (previously the Company) has still not taken
substantive steps to cease its operations in the Free Zone, the application shall be cancelled.
100.4 On approval of the application, the Registrar may issue in relation to the Foreign Company
(previously the Company) a certificate of cancellation.

101. CERTIFICATE OF CANCELLATION

101.1 A Company will be considered a Foreign Company from the date of issuance of a certificate
of cancellation by the Registrar.
101.2 A certificate of cancellation will not be issued if:
(a) the Company is dormant, is under liquidation or is in the process of being wound up;
(b) a receiver, an administrative receiver, or the equivalent has been appointed for the
Company; or
(c) a certificate of continuation (or equivalent) from the new jurisdiction has not been
issued for the Foreign Company (previously the Company).
101.3 All the property, rights, liabilities, debts and obligations of the Company will continue with
the Foreign Company from the date of the certificate of cancellation.
101.4 The Foreign Company (previously the Company) will remain a party in any legal proceedings
commenced in any jurisdiction to which it was a party before the issuance of the certificate
of cancellation.

PART 13 – CONVERSION OF COMPANIES AND BRANCHES

102. CONVERSION OF AN FZCO TO A PLC

102.1 An FZCO may apply to the Registrar for its corporate form to be converted to, and on
conversion to continue as, a PLC if:
(a) it has a Share capital that meets the minimum share capital requirement for a PLC in
Regulation 23;
(b) a Special Resolution that it be so converted has been passed; and
(c) the requirements in Regulations 102.3(c) to 102.3(e) and, if applicable, the requirements
of Regulation 102.4 are satisfied.
102.2 An FZCO may apply to the Registrar for the conversion to and continuation as a PLC through
an application form containing the following:

71 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 (a) the following details of each of the Shareholders of the FZCO:
(a) where the Shareholder is a natural person:
(A) the full name, nationality and address of the Shareholder; and
(B) if the Shareholder were to hold Shares in trust or a nominee for another person,
the full name, nationality and address of the beneficial owner of the Shares; or
(b) where the Shareholder is a body corporate:
(A) the full name, place of incorporation and the registered office of the
Shareholder; and
(B) details of the ultimate beneficial owners of that Shareholder;
(b) the amount of the share capital and shareholdings of the Shareholders in the
proposed PLC;
(c) the nominal value of each Share of the proposed PLC;
(d) a statement of the PLC’s proposed name upon re-registration; and
(e) any other information required by the Registrar.
102.3 An application made under Regulation 102.2 must be accompanied with:
(a) a copy of the Special Resolution referred to in Regulation 102.1;
(b) a draft memorandum and articles of association for a PLC in compliance with
Regulation 21;
(c) a copy of the valid Licence of the FZCO;
(d) a balance sheet prepared as at a date not more than seven (7) months before the date
the application is delivered to the Registrar;
(e) an unqualified report by the auditors of the FZCO that such balance sheet has been
prepared in accordance with the accounting principles or standards prescribed in the
Regulations or otherwise approved by the Registrar; and
(f) a written statement by the auditors of the FZCO that in their opinion, at the balance
sheet date, the amount of the FZCO net assets were not less than the aggregate of the
share capital of an FZCO and its reserves.
102.4 On completion of the process of conversion from FZCO to PLC, the Registrar may issue:
(a) a revised Licence;
(b) a revised certificate of incorporation; and
(c) a registered memorandum and articles of association.
102.5 The FZCO will be converted to a PLC and the proposed changes in the PLC’s name and/or
memorandum and articles of association, as set out in its application will take effect on the
issuance of a revised certificate of incorporation.
102.6 Once the FZCO is converted to a PLC, the date of incorporation of the PLC will be that of the
FZCO and all rights and obligations of the FZCO will continue with the PLC. The PLC must
comply with all provisions of these Regulations in relation to a PLC.

72 IMPLEMENTING REGULATIONS 2023 DIEZ.AE

 103. CONVERSION OF A PLC TO AN FZCO

103.1 A PLC may apply to the Registrar for its corporate form to be converted to, and on conversion
to continue as, an FZCO if a Special Resolution that it should be so converted is passed.
103.2 The PLC may apply to the Registrar for conversion through an application form containing
the following:
(a) the following details of each of the Shareholders of the PLC:
(a) where the Shareholder is a natural person:
(A) the full name, nationality and address of the Shareholder; and
(B) if the Shareholder were to hold Shares in trust or as nominee for another
person, the full name, nationality and address of the beneficial owner of the
Shares; or
(b) where the Shareholder is a body corporate:
(A) the full name, place of incorporation and the registered office of the
Shareholder; and
(B) details of the ultimate beneficial owners of that Shareholder;
(b) the amount of the share capital and shareholdings of the Shareholders in the proposed
Company;
(c) the nominal value of each Share of the proposed Company;
(d) a statement of the Company’s proposed name upon re-registration; and
(e) any other information required by the Registrar.
103.3 An application made under Regulation 103.2 must be accompanied with:
(a) a copy of the Special Resolution referred to in Regulation 103.1 passed thirty (30) days
or more prior to the date of the application;
(b) draft memorandum and articles of association for an FZCO;
(c) evidence of compliance with obligations and procedures, of the relevant listing
authority and stock exchange pursuant to the Markets Laws, to de-list the Shares; and
(d) a copy of the valid Licence of the PLC.
103.4 On completion of the process of conversion the Registrar may issue:
(a) a revised Licence;
(b) a revised certificate of incorporation; and
(c) a registered memorandum and articles of association.
103.5 The PLC will be converted to an FZCO and the proposed changes in the Company’s name
and memorandum and articles of association, as set out in its application, will take effect on
the issuance of a revised certificate of incorporation.
103.6 Once the PLC is converted to an FZCO, the date of incorporation of the FZCO will be the date
the PLC was first incorporated and all rights and obligations of the PLC will continue with
the FZCO. The FZCO must comply with the provisions of these Regulations in relation to an
FZCO.

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 103.7 In the case of a PLC, the holders of not less in the aggregate than five percent (5%) of the
nominal value of the Shares, or not fewer than ten (10) Shareholders of that company, who
have not voted in favour of the resolution to convert to an FZCO, may apply to the Court
within thirty (30) days of the Special Resolution to have that resolution set aside by the
Court. Upon such an application being made, the Court may:
(a) dismiss it, if no grounds are found that the rights of persons making the application are
adversely affected; or
(b) set aside the Special Resolution; or
(c) impose such conditions as it deems necessary before the Company can be re-registered
as an FZCO.
103.8 Where an application is made to the Court under Regulation 103.7, the Registrar shall not
re-register the PLC as an FZCO, except as directed in the court order.
103.9 If the Registrar is satisfied that the Company making the application meets the requirements
under this Regulation to be re-registered as an FZCO (including the satisfaction of any
conditions imposed by the Court under Regulation 103.7(c)), the Registrar shall re-register
the Company accordingly. The Registrar shall issue a certificate of incorporation on re-
registration to meet the circumstances of the case and stating the date on which it is issued.
103.10 On issue of the certificate of incorporation on re-registration, the Company becomes an
FZCO and the proposed change in the Company’s name and memorandum and articles of
association take effect.

104. CONVERSION OF A BRANCH TO A COMPANY

104.1 A Branch may apply to the Registrar for it to be incorporated as an FZCO or PLC if a Special
Resolution that it be so incorporated is passed by the Branch Parent Company of the Branch.
104.2 The Branch may apply to the Registrar for incorporation through an application form
containing the following:
(a) the following details of each of the Shareholders of the Company:
(a) where the Shareholder is a natural person:
(A) the full name, nationality and address of the Shareholder; and
(B) if the Shareholder were to hold Shares in trust or as nominee for another
person, the full name, nationality and address of the beneficial owner of the
Shares; or
(b) where the Shareholder is a body corporate:
(A) the full name, place of incorporation and the registered office of the
Shareholder; and
(B) details of the ultimate beneficial owners of that Shareholder;
(b) the amount of the share capital and shareholdings of the Shareholders in the proposed
Company;
(c) the nominal value of each Share of the proposed Company;
(d) a statement of the Company’s proposed name upon incorporation;

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 (e) in relation to the proposed Company, the full name (including any previous names),
nationality, address, business occupation (if any) and date of birth of each of the
proposed Directors, the Manager and the Secretary; and
(f) any other information required by the Registrar.
104.3 An application made under Regulation 104.2 must be accompanied with:
(a) a copy of the Special Resolution referred to in Regulation 104.1;
(b) a draft memorandum and articles of association for the Company;
(c) a copy of the valid Licence of the Branch;
(d) a balance sheet prepared for the Branch as at a date not more than seven (7) months
before the date the application is delivered to the Registrar;
(e) an unqualified report by the auditors of the Branch (or Branch Parent Company) that
such balance sheet has been prepared in accordance with the accounting principles or
standards prescribed in the Regulations or otherwise approved by the Registrar; and
(f) in the case of incorporation as a PLC, a written statement by the auditors that in their
opinion, at the balance sheet date, the amount of the net assets was not less than the
aggregate of the proposed share capital and its reserves.
104.4 On completion of the process of incorporation the Registrar may issue:
(a) a revised Licence;
(b) a certificate of incorporation; and
(c) a registered memorandum and articles of association.
104.5 The Branch will be incorporated as a Company and the proposed Company’s name and
memorandum and articles of association, as set out in its application, will take effect on the
issuance of a certificate of incorporation.
104.6 Once the Branch is incorporated as a Company, the date of incorporation of the Company
will be set out in the certificate of incorporation and all rights and obligations of the Branch
will continue with the Company. The Company must comply with all provisions of these
Regulations in relation to a Company.
104.7 A Company may not be converted into a Branch.

PART 14 – WINDING UP

105. MODES OF WINDING UP

105.1 A Company may be wound up:

(a) by the Registrar;
(b) voluntarily; or
(c) by the Court.
105.2 A Company will be under dissolution in the event of a voluntary winding up or winding up by
the Registrar. The Registrar will include “under liquidation” after the name of the Company
in the Companies Register. A Company must include “under liquidation” after its name in its
correspondences.

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 106. WINDING UP BY THE REGISTRAR

A Company may be wound by the Registrar in the Registrar’s discretion, including in the following
events:
(a) a Company’s failure to commence business activity under the Licence within a year
from its incorporation, or suspension of the business activity under its Licence for more
than one (1) year;
(b) a Company acts in contravention of the DIEZA Regulations or other applicable laws;
(c) a Company’s failure to renew the Licence;
(d) termination of the Licence of the Company by the Registrar;
(e) the failure to appoint or replace any Director, Manager or Secretary such that the
Company has no board or no Secretary;
(f) where all Shareholders:
(a) being a natural person, have deceased and/or remain uncontactable for a period
of at least one (1) year and/or have otherwise disappeared; and/or
(b) being a body corporate, has been liquidated, wound up or otherwise been dissolved;
or
(g) under an order of a court for winding up the Company.

107. VOLUNTARY WINDING UP

A Company may be wound up voluntarily in the following events:

(a) when the period, if any, fixed for the duration of the Company by its memorandum and
articles of association expires;
(b) when an event, as may be provided in the memorandum and articles of association,
occurs where a Company is to be dissolved; or
(c) when the company resolves by a Special Resolution, or by a resolution passed by
such other majority percentage of Shareholders with voting rights as prescribed in the
memorandum and articles of association, that the Company be wound up voluntarily.
A copy of the Special Resolution for winding up voluntarily must, on the date that it is
issued, be submitted to the Registrar.

108. APPOINTMENT AND DUTIES OF LIQUIDATOR

108.1 One or more auditors must be appointed as liquidators by an Ordinary Resolution, as soon
as practicable after the dissolution of a Company has commenced. The appointment of a
liquidator must be immediately notified to the Registrar.
108.2 A copy of the Ordinary Resolution for appointment of a liquidator must on the date that it is
issued be submitted to the Registrar.
108.3 A liquidator will have the authority to conduct the affairs of a Company under liquidation. A
liquidator’s duties include:
(a) to prepare a list of the Company’s assets and liabilities and a balance sheet on which
the liquidator will sign along with the Manager or Directors;
(b) to maintain a register for the liquidation process;

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 (c) to preserve the Company’s assets and entitlements;
(d) to collect the funds owed to the Company by others, and to deposit the sums received
in the bank account of the Company immediately upon receipt;
(e) to operate, maintain and close the bank accounts of a Company;
(f) to represent the Company before a court;
(g) to pay the Company’s debts;
(h) to sell the Company’s movable property or real estate;
(i) to provide the Shareholders with a provisional account on the liquidation process every
six (6) months; and
(j) to give the information or data requested by the Shareholders concerning the condition
of the liquidation process.
108.4 The powers and duties granted to a liquidator must not, unless the liquidator requires, be
performed by the Officers of the Company, and the role of the Officers must be limited to
assisting the liquidator in performance of the liquidator’s powers and duties.
108.5 Where a Company is in dissolution due to an order of the court, the court may define the
method of liquidation and appoint the liquidator.
108.6 A liquidator cannot undertake new business for the Company, unless necessary for the
completion of a previous business.
108.7 A liquidator may be removed by an Ordinary Resolution, provided the resolution for removal
prescribes an appointment of another liquidator. The removal and replacement of a liquidator
is subject to the Registrar’s approval.

109. DISTRIBUTION OF ASSETS

109.1 A liquidator must notify all Creditors of the Company of the commencement of liquidation
and invite the Creditors to present their claims.
109.2 A liquidator must publish the commencement of liquidation of the Company in the Prescribed
Publications, to invite objections to the liquidation within an objection period of not less
than forty (45) days.
109.3 The assets of the Company must be distributed by the liquidator in the following order of
priority:
(a) first towards amounts owed to DIEZA;
(b) the remaining towards the cost of liquidation, including the liquidator’s fee;
(c) the remaining to the Creditors; and
(d) the remaining to the Shareholders on a pro rata basis.
109.4 Where a Creditor fails to present its claim, the liquidator must deposit the sum owed to that
Creditor in the Court.

110. COMPLETION OF LIQUIDATION

110.1 On completion of liquidation in accordance with these Regulations, the liquidator will issue
a final liquidation report to the Registrar.

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 110.2 The Registrar may, provided that the liquidation has been conducted to the satisfaction of
the Registrar, in relation to the Company under dissolution:
(a) cancel the Licence;
(b) terminate the contracts DIEZA has with the Company; and
(c) remove the Company from the Companies Register, as well as any other registers
maintained by the Registrar.

111. LIQUIDATION OF A PLC

The liquidation of a PLC must be carried out in accordance with the Markets Laws and the
applicable Federal Laws relating to insolvency of companies, as amended.

112. DE-REGISTRATION OF A BRANCH

112.1 A Branch may be de-registered:

(a) by the Registrar;
(b) voluntarily; or
(c) by the Court.
112.2 A Branch will be under dissolution in the event of a voluntary de-registration or de-
registration by the Registrar. The Registrar will include “under de-registration” after the name
of the Branch in the Branches Register. A Branch Parent Company must include “under de-
registration “ after the name of its Branch in its correspondences.
112.3 A Branch may be de-registered by the Registrar in the Registrar’s discretion, including in the
following events:
(a) a Branch Parent Company’s failure to commence business activity under the Licence
through the Branch within a year from its registration, or suspension of the business
activity under its Licence for more than one (1) year;
(b) a Branch Parent Company acts in contravention of the DIEZA Regulations or other
applicable laws whether through the Branch or otherwise;
(c) a Branch Parent Company’s failure to renew the Licence for the Branch;
(d) termination of the Licence for the Branch by the Registrar;
(e) liquidation, winding up or dissolution of the Branch Parent Company; and
(f) under an order of the Court for de-registration the Branch.
112.4 A Branch may be de-registered voluntarily when the Branch Parent Company resolves by
a Special Resolution that the Branch be de-registered voluntarily. A copy of the Special
Resolution for de-registered voluntarily must, on the date that it is issued, be submitted to
the Registrar.
112.5 The Registrar may, provided that the de-registration has been conducted to the satisfaction
of the Registrar, in relation to the Branch under de-registration:
(a) cancel the Licence;
(b) terminate the contracts DIEZA has with the Branch Parent Company; and
(c) remove the Branch from the Branches Register, as well as any other registers maintained
by the Registrar.

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PART 15 – INSPECTION, POWERS AND REMEDIES

113. APPOINTMENT OF INSPECTORS

113.1 DIEZA may, on being satisfied that there is good reason to do so, appoint inspector(s) to
investigate the affairs of a Company or Branch Parent Company to the extent that the
affairs relate to the Branch and to report on them as DIEZA may direct.
113.2 An inspector appointed pursuant to Regulation 113.1 may:
(a) perform on-site inspections;
(b) interview Employees and Officers of the Company or Branch Parent Company;
(c) require that the Company or Branch provide promptly such documentation as
requested by the inspector;
(d) seek information from third parties as may be required;
(e) take such other steps as reasonably required to investigate the affairs of the Company
or Branch Parent Company.
113.3 The inspector shall report conclusions and findings to DIEZA.
113.4 The inspector may make recommendations regarding the Company or Branch to DIEZA.
113.5 The inspector may at any time in the course of its investigation inform DIEZA of matters
coming to its knowledge as a result of the investigation which it believes indicates that a
contravention has been committed.

114. EVIDENCE TO INSPECTORS

114.1 An inspector appointed under Regulation 113.1 may require that a person:
(a) produces and makes available to it all Records in that person’s custody or power
relating to that matter;
(b) at reasonable times and on reasonable notice, attends before the inspector; and
(c) gives the inspector all assistance in connection with the investigation.
114.2 An Officer must produce and make available to an inspector all records in the Officer’s
possession or under the Officer’s control (whether alone or jointly with another person)
relating to any bank account(s) into which the inspector has reasonable grounds for believing
there has been money paid which has been in any way connected with an act or omission
which constitutes misconduct or which indicates that a contravention has been committed.

115. EXPENSES OF INVESTIGATION

The expenses of an investigation by an inspector will be paid in the first instance by DIEZA, but
the Registrar may order any person or corporate entity to make repayment to DIEZA to the extent
specified by the Registrar.

116. DIRECTIONS ISSUED BY THE REGISTRAR

116.1 A Company shall comply with any direction issued by the Registrar under these Regulations.
116.2 A Branch Parent Company shall comply with any direction issued by the Registrar under
these Regulations to the extent that those directions relate to its Branch.

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 117. ORDERS IN EVENT OF UNFAIR PREJUDICE

117.1 Where a Company’s affairs are being or have been conducted in a manner whereby the
conduct is unfairly prejudicial to the interests of its Shareholders generally or of one (1) or
more Shareholders, or an actual or proposed act or omission of the Company (including an
act or omission on its behalf) is or would be so prejudicial, the Court may, on application of
one (1) or more Shareholders of the Company, make one (1) or more of the following orders:
(a) an order regulating the conduct of the Company’s affairs in the future;
(b) an order requiring a person to do, or refrain from doing, any act or thing;
(c) an order authorising proceedings to be brought in the name of and on behalf of the
Company by such person or persons and on such terms as the Court may direct;
(d) an order providing for the purchase of the rights of any Shareholders of the Company
by other Shareholders or by the Company itself and, in the case of a purchase by the
Company itself, the reduction of the Company’s capital accounts accordingly; or
(e) any other order as the Court sees fit.
117.2 If an order under this Regulation requires the Company not to make any, or any specified,
alterations in its memorandum and articles of association, the Company shall not, without
leave of the Court, make any such alteration.
117.3 An alteration to the memorandum and articles of association made by virtue of an order
under this Regulation is of the same effect as if duly made by Special Resolution of the
Company, and the provisions of these Regulations apply to the memorandum and articles
of association as so altered accordingly.
117.4 The copy of the order of the Court under this Regulation altering, or giving leave to alter, the
memorandum and articles of association shall, within fourteen (14) days from the making of
the order or such longer period as the Court may allow, be delivered by the Company to the
Registrar for registration.
117.5 Nothing in this Regulation affects the rights, powers or remedies that any person or the
Court may have apart from this Regulation.

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81 IMPLEMENTING REGULATIONS 2023 DIEZ.AE